Company registration number 15731793 (England and Wales)
FERNWOOD PROPERTY HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
FERNWOOD PROPERTY HOLDINGS LIMITED
COMPANY INFORMATION
Directors
C E H Holehouse
R P Holehouse
Secretary
J Skinner
Company number
15731793
Registered office
Fernwood House
Fernwood Drive
Main Road
Watnall
Nottingham
NG16 1LA
Auditor
UHY Hacker Young
14 Park Row
Nottingham
NG1 6GR
FERNWOOD PROPERTY HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 25
FERNWOOD PROPERTY HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 September 2025.

Review of the business

The company was incorporated on 21 May 2024 by issuing one ordinary share of £1 at par value. On 15 July 2024, £4,968,808 shares of £1 each were issued at par value to acquire the entire share capital of Fernwood Property Limited. This was carried out as part of a group reorganisation, as set out in note 9 below.

The company was incorporated to construct an office development on land which, due to planning restrictions, could not be utilised by the core haulage or workshop business. The Field House office development remained fully let during the year. Construction of Headstocks Industrial Park was completed in May 2024. Marketing of the 22 industrial units sized between 2,500 and 30,000 square feet continues and 21 out of the 22 industrial units have now been let. One 15,000 sq. ft. unit remains.

The directors consider the KPIs for the business to be return on investment asset value. Whilst caution remains regarding the current strength of the market for office space, the directors feel that the property has remained at the same value during the year.

The position of the company as at 30 September 2025 shows a decrease in net current liabilities from £10,900,788 to £10,242,313 due to decreases in further development and investment into the company's assets. Net assets have increased since the previous year from £881,751 to £1,132,218.

Principal risks and uncertainties

The directors consider the principal risk of the business is that the property is not fully occupied. Field House became fully occupied during 2018. However, the directors are mindful that there continues to be a risk that tenants may vacate during the lease and not renew at the end of the agreement, particularly given the increase in working from home as a result of business's reducing expenditure to mitigate the pressures placed on UK companies from the cost-of-living crisis. However, the flexible layout of the office space continues to make the office space attractive, even in a declining market. There has been positive initial interest in Headstocks Industrial Park, which is now 100% let.

Following the UK's exit from the European Union, the directors are satisfied that the implications and impact that this may have upon the company are manageable and will not significantly impact on the performance of the company.

On behalf of the board

R P Holehouse
Director
20 January 2026
FERNWOOD PROPERTY HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activity of the company and group is that of the letting and operating of own or leased real estate.

Results and dividends

No ordinary dividends were paid. 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:

C E H Holehouse
R P Holehouse
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:

- select suitable accounting policies and then apply them consistently;

- make judgements 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 group and company will continue in business.

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.

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 individually have 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.

FERNWOOD PROPERTY HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -
On behalf of the board
R P Holehouse
Director
20 January 2026
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FERNWOOD PROPERTY HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Fernwood Property Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 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 and notes to the 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 2025 and of the group's profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 and 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.

INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FERNWOOD PROPERTY HOLDINGS LIMITED
- 5 -

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:

- T he information given in the strategic report and the directors' r eport 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.

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 identifie d material misstatements in the strategic report or the directors' r eport.

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

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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.

INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FERNWOOD PROPERTY HOLDINGS LIMITED
- 6 -
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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit.

We assessed the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations by considering the following:

- The nature of the industry and the business performance

- Discussions with directors and management and consideration of their policies and procedures for identifying non-compliance or detecting and responding to the risks of fraud.

Based on the results of our risk assessment we designed our audit procedures to identify fraud and non-compliance with such laws and regulations identified above.

- We reviewed disclosures in the financial statements and verified to supporting documentation

- We considered the risk of fraud through management override of controls, and in response we incorporated testing of manual journals throughout our audit approach.

- We performed analytical procedures to identify any usual or unexpected trends or relationships that may indicate risks of material misstatements due to fraud.

- We made enquiries into management of any actual and potential litigation and claims.

There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FERNWOOD PROPERTY HOLDINGS LIMITED
- 7 -

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

David Allum
Senior Statutory Auditor
For and on behalf of UHY Hacker Young
27 January 2026
Chartered Accountants
Statutory Auditor
FERNWOOD PROPERTY HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 8 -
2025
Notes
£
Administrative expenses
(325,938)
Other operating income
1,036,069
Operating profit
710,131
Interest receivable and similar income
5
192
Amounts written off investments
6
(308,938)
Profit before taxation
401,385
Tax on profit
7
(144,340)
Profit for the financial year
15
257,045
Other comprehensive income
Revaluation of tangible fixed assets
(28,638)
Total comprehensive income for the year
228,407
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.

These consolidated financial statements have been prepared using acquisition accounting in accordance with FRS 102. The new parent company acquired the subsidiary on 15 July 2024 and the results of the subsidiary are included in the consolidated financial statements from the date of acquisition. The assets and liabilities of the acquired entity have been recognised at their fair values at the acquisition date. Comparative figures have not been restated, as the acquisition occurred during the current financial year.

FERNWOOD PROPERTY HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 30 SEPTEMBER 2025
30 September 2025
- 9 -
2025
Notes
£
£
Fixed assets
Investment property
8
11,666,968
11,666,968
Current assets
Debtors
11
103,189
Cash at bank and in hand
700,946
804,135
Creditors: amounts falling due within one year
12
(11,046,447)
Net current liabilities
(10,242,312)
Total assets less current liabilities
1,424,656
Provisions for liabilities
Deferred tax liability
13
292,437
(292,437)
Net assets
1,132,219
Capital and reserves
Called up share capital
14
4,968,809
Revaluation reserve
15
161,095
Acquisition reserve
15
(4,968,806)
Profit and loss reserves
15
971,121
Total equity
1,132,219
The financial statements were approved by the board of directors and authorised for issue on 20 January 2026 and are signed on its behalf by:
20 January 2026
C E H Holehouse
Director
Company registration number 15731793 (England and Wales)
FERNWOOD PROPERTY HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2025
30 September 2025
- 10 -
2025
Notes
£
£
Fixed assets
Investments
9
4,968,808
Current assets
Cash at bank and in hand
1
Net current assets
1
Net assets
4,968,809
Capital and reserves
Called up share capital
14
4,968,809

As permitted by section 408 of the companies Act 2006, the company has not presented it's own profit and loss account and related notes. The company's profit for the year was £nil.

The financial statements were approved by the board of directors and authorised for issue on 20 January 2026 and are signed on its behalf by:
20 January 2026
C E H Holehouse
Director
Company registration number 15731793 (England and Wales)
FERNWOOD PROPERTY HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
Share capital
Revaluation reserve
Acquisition reserve
Profit and loss reserves
Total
£
£
£
£
£
At incorporation - 21 May 2024
1
-
-
-
1
Transfer of assets under acquisition accounting
1.1
4,968,808
189,733
(4,968,806)
685,438
875,173
Balance post incorporation
4,968,809
189,733
(4,968,806)
685,438
875,174
Period ended 30 September 2025
Profit and total comprehensive income
-
-
-
257,045
257,045
Revaluation of investment property
-
(28,638)
-
28,638
-
Balance at 30 September 2025
4,968,809
161,095
(4,968,806)
971,121
1,132,219
FERNWOOD PROPERTY HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 12 -
Share capital
Notes
£
Balance at 21 May 2024
-
Year ended 30 September 2025:
Profit and total comprehensive income
-
Issue of share capital
14
4,968,809
Balance at 30 September 2025
4,968,809
FERNWOOD PROPERTY HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 13 -
2025
Notes
£
£
Cash flows from operating activities
Cash generated from operations
18
513,358
Investing activities
Purchase of investment property
(25,056)
Interest received
192
Net cash used in investing activities
(24,864)
Net increase in cash and cash equivalents
488,494
Cash and cash equivalents at beginning of year
212,452
Cash and cash equivalents at end of year
700,946
FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 14 -
1
Accounting policies
Company information

Fernwood Property Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Fernwood House, Fernwood Drive, Main Road, Watnall, Nottingham, NG16 1LA.

The group consists of Fernwood Property Holdings Limited and all of its subsidiaries.

1.1
Basis of preparation

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.

The group has undergone a reconstruction in the period ended 30 September 2025. The relevant transactions have been treated in line with the applicable accounting standards for business combinations. In accordance with UK GAAP, the reconstruction has been accounted for using the acquisition method. The assets and liabilities of the acquired entity have been recognised at their fair values at the acquisition date. Consideration on acquisition is in line with the net assets acquired and so no goodwill has been recognised on acquisition. Comparative figures have not been restated, as the acquisition occurred during the current financial year.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation

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

All financial statements are made up to 30 September 2025. 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 g roup.

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.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Investment property

The investment property is shown at its most recent valuation. Any aggregate surplus or deficit arising from a change in fair value is recognised as a profit or loss in the income statement but transferred to a non-distributable reserve (revaluation reserve) to represent non-distributable earnings.

In the previous accounting period the business acquired land for development, which together with associated costs of development continue to be held at cost while the development is under construction.

1.6
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.8
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, 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 profit or loss.

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 amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.9
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.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

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.

FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 18 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

2
Judgements and key sources of estimation uncertainty

The following judgements (apart from those involving estimates) have been made in the process of applying the above accounting policies that have had a significant effect on amounts recognised in the financial statements:

- Investment Property

The fair value of the investment property in this period is based on the valuation performed by 3rd party experts. Thereafter, it will be recognised on an annual basis by the Management. Management's judgement of any change in fair value is based on the rental achieved from the currently let units and the expected average yield for properties in a similar sector and area.

There are no key assumptions concerning the future or other key sources of estimation uncertainty at the reporting date that would have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 19 -
3
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
2,500
Audit of the financial statements of the company's subsidiaries
3,200
5,700
4
Employees

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

Group
Company
2025
2025
Number
Number
2
0

Their aggregate remuneration comprised:

Group
Company
2025
2025
£
£
Wages and salaries
11,569
-
0
5
Interest receivable and similar income
2025
£
Interest income
Interest received
192
6
Amounts written off investments
2025
£
Changes in the fair value of investment properties
(308,938)
FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 20 -
7
Taxation
2025
£
Deferred tax
Origination and reversal of timing differences
144,340

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

2025
£
Profit before taxation
401,385
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
100,346
Other non-reversing timing differences
43,994
Taxation charge
144,340
8
Investment property
Group
Company
2025
2025
£
£
Fair value
At 21 May 2024 and 30 September 2025
11,950,850
-
Additions through external acquisition
25,056
-
Net gains or losses through fair value adjustments
(308,938)
-
At 30 September 2025
11,666,968
-

The Field House investment property was independently valued on 5 December 2025 by 3rd party experts (Savills) to determine the value as at 31 October 2025. They deemed the value to be £1,320,000 and so the directors deem this reflective of fair value as at 30 September 2025.

The Headstocks investment property was independently valued on 17 December 2025 by 3rd party experts (FHP) to determine the value as at 30 November 2025. They deemed the value to be £10,310,000 and so the directors deem this reflective of fair value as at 30 September 2025.

FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 21 -
9
Fixed asset investments
Group
Company
2025
2025
Notes
£
£
Investments in subsidiaries
10
-
0
4,968,808
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 21 May 2024
-
Acquisition of subsidiary
4,968,808
At 30 September 2025
4,968,808
Carrying amount
At 30 September 2025
4,968,808

The company acquired Fernwood Property Limited on 15 July 2024. The net assets of Fernwood Property Limited as at this date were £4,968,808. Share capital of £4,968,808 was issued as at this date as consideration for the acquisition of the company. Given the net assets and consideration made are equal, no goodwill has been recognised on acquisition.

10
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Fernwood Property Ltd
Orindary
100.00

All subsidiary companies share the same registered office as shown on the company information page.

FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 22 -
11
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
71,093
-
0
Other debtors
11,202
-
0
Prepayments and accrued income
20,894
-
0
103,189
-
12
Creditors: amounts falling due within one year
Group
Company
2025
2025
£
£
Trade creditors
1,318
-
0
Other taxation and social security
48,759
-
Other creditors
10,840,311
-
0
Accruals and deferred income
156,059
-
0
11,046,447
-
0
13
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2025
Group
£
Accelerated capital allowances
292,437
The company has no deferred tax assets or liabilities.
FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
13
Deferred taxation
(Continued)
- 23 -
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 21 May 2024
168,311
-
Charge to profit or loss
124,126
-
Liability at 30 September 2025
292,437
-
14
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary of £1 each
4,968,809
4,968,809
15
Reserves
Revaluation reserve

The revaluation reserve includes the non-distributable surplus on revalued freehold land and property, less the aggregate depreciation had the revaluation not taken place.

Acquisition reserve

The acquisition reserve represents the difference between the nominal value of the shares issued by Fernwood Property Holdings Ltd and the nominal value of the shares of Fernwood Property Ltd at the date of the group reconstruction. This reserve arose as a result of applying acquisition accounting under Section 19 of FRS 102, which requires the identifiable assets and liabilities of the acquired entity to be recognised at their fair values at the acquisition date, with any resulting difference recognised as goodwill or a capital-based reserve.

Profit and loss reserves

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

Distributable reserves at 30 September 2025 in respect of the Group totals £971,121 (2024 - £nil). Distributable reserves at 30 September in respect of the Company totals £nil (2024 - £nil). This takes into account the balances included in the Profit and loss reserve.

FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 24 -
16
Operating lease commitments
Lessor

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2025
2025
£
£
Within one year
940,454
-
Between two and five years
1,795,550
-
2,736,004
-
17
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Purchases
2025
2025
£
£
Group
Entities with control, joint control or significant influence over the group
4,574
50,032

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
£
Group
Entities with control, joint control or significant influence over the group
10,685,224

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
Balance
£
Group
Entities with control, joint control or significant influence over the group
2
FERNWOOD PROPERTY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 25 -
18
Cash generated from group operations
2025
£
Profit after tax (13.5 months)
257,045
Less 1.5 months of discontinued operations (15 Jul 24 - 30 Sep 24)
(26,792)
Adjustments for:
Taxation charged
144,340
Investment income
(192)
Fair value loss on investment properties
308,938
Movements in working capital:
Decrease in debtors
120,642
Decrease in creditors
(290,623)
Cash generated from operations
513,358
19
Analysis of changes in net funds - group
21 May 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
-
700,946
700,946
20
Analysis of changes in net funds - company
21 May 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
-
1
1
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