COMPANY REGISTRATION NUMBER:
SC827038
|
Filleted Financial Statements |
|
|
Statement of Financial Position |
|
31 August 2025
Fixed assets
Current assets
|
Creditors: amounts falling due within one year |
7 |
39,798,000 |
|
------------- |
|
Net current liabilities |
39,797,900 |
|
------------- |
|
Total assets less current liabilities |
100 |
|
---- |
|
|
|
Capital and reserves
|
Called up share capital |
8 |
100 |
|
---- |
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Shareholders funds |
100 |
|
---- |
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|
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These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the income statement has not been delivered.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements were approved by the
board of directors
and authorised for issue on
13 May 2026
, and are signed on behalf of the board by:
|
Mr James Mackenzie |
|
Director |
|
Company registration number:
SC827038
|
Notes to the Financial Statements |
|
Period from 25 October 2024 to 31 August 2025
1.
General information
Tdi Care Holdings Ltd s a private company limited by shares, registered and incorporated in Scotland (
SC827038
). The address of the registered office is First Floor Glendevon House, Castle Business Park, Stirling, FK9 4TZ. The principal activity of the company during the period was that of a holding company.
2.
Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3.
Auditor's remuneration
The cost of the audit of non-trading subsidiaries is borne by the parent, Lindemann Care Home Group Limited, as part of the group audit fee.
4.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Group relief
It is group policy to surrender tax losses without payment.
Distributions to shareholders
Dividends and other distributions to shareholders are recognised as a liability in the financial statements in the period in which the dividends are paid. These amounts are recognised in the statement of changes in equity.
Disclosure exemptions
The company is exempt under s400 from preparing consolidated accounts as it is itself a subsidiary and is included in the consolidated accounts for the
ultimate parent company
.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements in compliance with FRS102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies. The estimates and assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period to which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods .
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment.
5.
Investments
|
Shares in group undertakings |
|
£ |
|
Cost |
|
|
At 25 October 2024 |
– |
|
Additions |
39,798,000 |
|
------------- |
|
At 31 August 2025 |
39,798,000 |
|
------------- |
|
Impairment |
|
|
At 25 October 2024 and 31 August 2025 |
– |
|
------------- |
|
|
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Carrying amount |
|
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At 31 August 2025 |
39,798,000 |
|
------------- |
|
|
The company acquired a 100% shareholding in Lindemann Properties Ltd on 29/10/24. The registered office of Lindemann Properties Ltd is First Floor Glendevon House, Castle Business Park, Stirling FK9 4TZ.
6.
Debtors
|
31 Aug 25 |
|
£ |
|
Other debtors |
100 |
|
---- |
|
|
7.
Creditors:
amounts falling due within one year
|
31 Aug 25 |
|
£ |
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
262,083 |
|
Other creditors |
39,535,917 |
|
------------- |
|
39,798,000 |
|
------------- |
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|
8.
Called up share capital
Issued, called up and fully paid
|
31 Aug 25 |
|
No. |
£ |
|
Ordinary shares of £ 1 each |
100 |
100 |
|
---- |
---- |
|
|
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On 25 October 2024 100 Ordinary shares of £
1
each were issued at par.
9.
Contingencies
The company is party to a group intercompany guarantee in respect of bank loans amounting to £nil (2024 £1.02m). The group debts are secured by standard fixed charges over the properties Thorburn Manor, Lorimer House and Morningside Manor. HSBC Bank Plc hold a floating charge over Thorburn Manor Ltd, Lorimer House Ltd and Morningside Manor Ltd. A share pledge has been given by Lindemann Properties Ltd over the shares of all of the subsidiaries. Cross company guarantees exist between Thorburn Manor Ltd, Lorimer House Ltd and Morningside Manor Ltd. The group held cash reserves at the year end amounting to £4.5m (2024 £4.2m) with the lending bank. These guarantees were released after the year end.
10.
Events after the end of the reporting period
On 27 November 2025, the Company issued 808,662 Ordinary shares of £1 each at par to its parent company, Lindemann Care Home Group Limited On 28 November 2025 the Company and its group undertakings were acquired by THR Number 43 plc and the directors loan was repaid. Upon the acquisition of the Company, the proceeds arising from the acquisition were used to repay the directors loan.
11.
Summary audit opinion
The auditor's report dated
13 May 2026
was
unqualified
.
The senior statutory auditor was
Greg Stapley
, for and on behalf of
Sumer Auditco Limited
.
12.
Related party transactions
The company has taken advantage of the exemption under FRS102 Section 33 from the requirement to disclose information on transactions with entities which are wholly owned subsidiaries, on the basis that consolidated group financial statements are publicly available. Creditors include a loan from the director S Black of £39,535,917. This loan is interest fee and repayable on demand.
13.
Controlling party
At the period end, the parent company was Lindemann Care Home Group Ltd (SC827025) and the ultimate controlling party was Sean Black. The registered office address for the company is 41 Charlotte Square, Edinburgh, EH2 4HQ. Consolidated accounts for Lindemann Care Home Group Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ. Subsequent to the sale by Lindemann Care Home Group Limited of the entire issued share capital of TDI Care Holdings Limited to THR Number 43 plc (13680438) on 28 November 2025, the ultimate controlling party of the company became Target Healthcare REIT plc (1190238). Consolidated accounts for Target Healthcare REIT plc are available from Companies House, Crown Way, Cardiff, CF14 3UZ.