FERNANDO HOLDCO LIMITED

• ⚠

  Material uncertainty over going concern

  The directors note that the subsidiary PropCos have unsecured loan notes ("SD notes")") totalling £366 million and maturing in 2026 to another subsidiary, Fernando SSN plc, which in turn has Senior Secured Notes ("SSNs") also maturing in 2026. Given the uncertainty of leasehold reform and the state of the financial markets, the directors note that, in the absence of a solvent solution being enacted, the PropCos would not be able to repay the SD Note obligations at maturity in October 2026. This gives rise to a material uncertainty which may cast significant doubt over the company's ability to continue as a going concern. The directors have prepared the accounts on a going-concern basis taking into consideration that they continue to pursue solvent options with the Group's shareholders.

Values shown as filed in the company's annual accounts. — indicates the figure wasn't present under that line item in that period. About these numbers

• Turnover

  -1.7%

  £207,820 → £204,379

• Cash

  +4%

  £1,322,465 → £1,375,534

• Net assets

  -17.6%

  -£10,636,499 → -£12,508,548

• Employees

  —

  Not reported

• Operating profit

  -10.5%

  -£1,032,807 → -£1,140,867

• Profit before tax

  -5.5%

  -£1,773,998 → -£1,872,049

Each % is (latest − prior) ÷ |prior| for the line item as filed. The comparison is only shown when the latest and prior accounts cover broadly equal-length periods — short or long stubs (typical around incorporation or a year-end change) are suppressed rather than misrepresented. Lines a company doesn't report are omitted. About these numbers

Gearing is liabilities over total assets. Current ratio is current assets over creditors falling due within one year. Interest cover is operating profit over absolute finance costs. Margin ratios are hidden where reported turnover is too small relative to profit to yield a meaningful figure — typical of holding companies whose income is mostly subsidiary dividends rather than trading revenue. Sector-distribution context coming next.

Accounting basis

FRS 101

Reporting scope

Standalone (parent only)

Auditor

Forvis Mazars LLP

Audit opinion

Unqualified (clean)

Going concern

Material uncertainty disclosed

“The directors note that the subsidiary PropCos have unsecured loan notes ("SD notes")") totalling £366 million and maturing in 2026 to another subsidiary, Fernando SSN plc, which in turn has Senior Secured Notes ("SSNs") also maturing in 2026. Given the uncertainty of leasehold reform and the state of the financial markets, the directors note that, in the absence of a solvent solution being enacted, the PropCos would not be able to repay the SD Note obligations at maturity in October 2026. This gives rise to a material uncertainty which may cast significant doubt over the company's ability to continue as a going concern. The directors have prepared the accounts on a going-concern basis taking into consideration that they continue to pursue solvent options with the Group's shareholders.”

Group structure

1. FERNANDO HOLDCO LIMITED · parent
   1. Fernando JSN plc 100% · England and Wales · maintaining listed loan notes due to investors on behalf of the Group and to provide long-term financing to the members of the Group
   2. Fernando SSN plc 100% · England and Wales · maintaining listed loan notes due to investors on behalf of the Group and to provide long-term financing to the members of the Group
   3. Fernando PropCo Holdings Limited 100% · England and Wales · holding company
   4. Fairhold Homes Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   5. Fairhold Homes (No.2) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   6. Fairhold Homes (No.3) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   7. Fairhold Homes (No.4) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   8. Fairhold Homes (No.6) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   9. Fairhold Homes (No.7) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   10. Fairhold Homes (No.9) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   11. Fairhold Homes (No.11) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   12. Fairhold Homes (No.13) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   13. Fairhold Homes (No.14) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   14. Fairhold Homes (No.15) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   15. Littonace HMF Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   16. Littonace HMF No. 2 Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   17. Littonace (No.3) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   18. Littonace (No.4) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   19. Littonace (No.5) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   20. Littonace (No.6) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation
   21. Fairhold Homes (No.5) Limited 100% · England and Wales · property investment, specifically sheltered housing accommodation

Significant events

• “The company made a loss for the year before tax of £1.9m (2024: £1.8m). The company expects that losses will continue.”
• “The current government has committed to further leasehold reform. In January 2026, the government published the Commonhold and Leasehold Reform Bill ("CLRB"). Within this, amongst other things, the government has proposed to introduce a cap of £250 pa on ground rents, effective in 2028, with no inflation thereafter until moving ground rents to a peppercorn (i.e. zero) in 2068.”
• “The outcome of an appeal hearing sought by six litigating freeholders to the legality of LAFRA is outstanding.”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

3

last 12 months

Capital events

0

last 24 months

Officers appointed

0

last 12 months

Officers resigned

0

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.