Cairnwell Estates Limited: Group Structure Chart

Executive summary

CAIRNWELL ESTATES LIMITED (company number 06881327) is an active UK holding and operating company incorporated on 20 April 2009 under SIC code 87100 (residential nursing care activities). It is wholly held upstream by Cairnwell Capital Limited (06881280), which in turn is controlled by Bcd Holdings Limited. Downstream, reverse corporate analysis reveals that Cairnwell Estates Limited directly controls 7 active UK subsidiaries with a 75% to 100% shareholding in each entity.

Corporate lawyers, lenders, and compliance analysts conducting client due diligence under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 frequently require a complete picture of an entity's corporate perimeter. A standard public registry search reveals only direct parentage; uncovering asset-holding special purpose vehicles (SPVs) requires mapping the corporate group downstream.

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What a Companies House search shows

When searching find-and-update.company-information.service.gov.uk for Cairnwell Estates Limited, the official register provides only the company's own statutory filings, officer disclosures, and its register of Persons with Significant Control (PSC). Under Part 21A of the Companies Act 2006, UK companies must record who controls them. Companies House only points upwards.

According to the public register, Cairnwell Estates Limited records the following upstream PSC:

Typing a holding entity into Companies House shows its own directors, charges, and direct owners. It does not generate a list of the subsidiaries it owns. Filed accounts may mention principal investments, but accounts can be up to nine months out of date, omit dormant entities, or leave out smaller non-material holdings under micro-entity exemptions.

Current statutory officers

The public register records the current active officers of Cairnwell Estates Limited as:

Past directors recorded on the register include Julie Quarrington and Neil Dyson (both resigned 31 August 2011), Damian Collinge (resigned 13 July 2016), David Rowe-Bewick (resigned 23 June 2017), Euan David Craig (resigned 11 July 2020), and John Henry Whitehead (resigned 1 November 2021).

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What the reverse PSC search reveals: The downstream group

Because the Companies House search does not display downstream holdings, establishing the subsidiaries of Cairnwell Estates Limited requires an inverted analysis. Corp Intel evaluates the complete UK PSC register, querying every corporate entity that names Cairnwell Estates Limited (06881327) as an upstream corporate controller.

This reverse mapping establishes that Cairnwell Estates Limited directly controls 7 active UK subsidiaries. Each is held at the 75% to 100% control tier. None of these primary subsidiaries currently record lower-tier subsidiaries of their own.

Cairnwell Estates Limited subsidiary portfolio

| Company Name | Company Number | Status | Incorporation Date | Control Band | Own Subsidiaries |

| :--- | :--- | :--- | :--- | :--- | :--- |

| DELANO SUTTON 2007 LIMITED | 06172872 | Active | 20/03/2007 | 75-100% shares | 0 |

| DELANO TIPTON 2007 LIMITED | 06172850 | Active | 20/03/2007 | 75-100% shares | 0 |

| DELANO LIVERPOOL 2007 LIMITED | 06349339 | Active | 21/08/2007 | 75-100% shares | 0 |

| DEARNEVALE SPV LIMITED | 11504315 | Active | 07/08/2018 | 75-100% shares | 0 |

| GREENSIDE SPV LIMITED | 11504344 | Active | 07/08/2018 | 75-100% shares | 0 |

| WILLOWBECK SPV LIMITED | 11504536 | Active | 07/08/2018 | 75-100% shares | 0 |

| CAIRNWELL DEVELOPMENTS LIMITED | 11718409 | Active | 10/12/2018 | 75-100% shares | 0 |

The subsidiary profile reveals two clear operational tranches: three "Delano" entities incorporated in 2007, and a second grouping consisting of three SPVs alongside Cairnwell Developments Limited incorporated between August and December 2018.

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Who sits at the top: Upstream chain to the UBO

Mapping the ultimate beneficial owner (UBO) requires following the chain of corporate PSCs upwards from Cairnwell Estates Limited through each parent company.

1. Operating Entity / Intermediate Holding: Cairnwell Estates Limited (06881327)

2. Immediate Parent: Cairnwell Capital Limited (06881280), holding 75% to 100% of shares.

3. Second-Tier Upstream Controller: Bcd Holdings Limited, recorded on the register as holding 75% to 100% of shares in Cairnwell Capital Limited.

When performing institutional KYC verification, anti-money laundering regulations require identifying any individual who ultimately owns or controls more than 25% of the shares or voting rights in the client entity. Where holding entities sit in the line of ownership, analysts must pierce through each tier to locate the individual beneficial owners, or confirm if higher corporate entities are listed on an active regulated market or subject to equivalent transparency rules.

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Why the structure matters for due diligence

Understanding the multi-tiered structure of Cairnwell Estates Limited is essential across several commercial disciplines:

1. Lending and security

When banks or alternative lenders issue capital to groups structured across property SPVs, security is often taken at multiple levels. A lender financing a care facility owned by one of the SPVs (such as Dearnevale SPV Limited or Greenside SPV Limited) must establish whether debt service depends on intercompany cash sweeps from Cairnwell Estates Limited. Transaction teams must review any debentures or asset encumbrances on the target company using a company charge check to verify that cross-guarantees or parent floating charges do not prejudice their priority position.

2. Corporate acquisitions and ring-fencing

In M&A transactions, understanding whether Cairnwell Estates Limited acts purely as an asset-holding company or provides management services affects liability allocation. A buyer acquiring one of the Delano entities needs clear verification that historical liabilities incurred by sister SPVs cannot attach to the acquisition target via joint-and-several contractual commitments, group VAT arrangements, or pensions obligations.

3. Commercial counterparty risk

Suppliers and construction contractors engaging with Cairnwell Developments Limited must confirm which entity in the tree holds the underlying real estate asset versus which entity executes the procurement contracts. Contracting with an undercapitalised development arm without a parent guarantee from Cairnwell Estates Limited or Cairnwell Capital Limited can expose suppliers to unsecured recovery risk.

Practical group structure due diligence checklist

When assessing a company with a corporate group structure like Cairnwell Estates Limited, advisers should execute the following steps:

1. Chart the full legal chain: Reconstruct the upstream parent entities to the ultimate individual PSC or institutional holding entity.

2. Map the downstream subsidiaries: Identify all operating subsidiaries and property SPVs using reverse PSC registers to ensure no unlisted entities or contingent liabilities are missed.

3. Inspect the charges register: Verify if parent-level debentures create floating charges that encumber downstream equity or cash accounts.

4. Confirm officer overlap: Check whether common directors (such as Angus John Blyth, Steven Andrew Melton, and Elizabeth Jane Pancott) sit across both the holding company and subsidiary boards, which can influence conflict-of-interest procedures.

5. Review intercompany dependencies: Check filed accounts across each tier to detect parent guarantee notes, intercompany loans, or dividend dependencies.

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How to get this as a chart

Tracing group subsidiaries manually through statutory filings, cross-referencing officer records, and pulling historical confirmation statements across multiple entities is slow and prone to omissions. Corp Intel generates an automated, clear visual layout of the entire tree. You can download the complete, dated Corporate Org Chart PDF for £25, sourced directly from the Register of Companies and the public PSC register.

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For conveyancers, lawyers and lenders

Corporate restructuring, banking facility reviews, and commercial conveyancing require unambiguous confirmation of corporate authority, beneficial ownership, and downstream asset dispersion. Overlooking a subsidiary SPV or failing to verify an intermediate holding company can derail pre-completion sign-offs, violate strict regulatory disclosure covenants, and introduce severe AML non-compliance liabilities under the 2017 Regulations. For institutional matters, review the full corporate org chart before finalizing transaction documentation.

To ensure your risk monitoring remains compliant over time, professional teams should establish an automated notification protocol using free company monitoring to capture any newly incorporated subsidiaries, director resignations, or ownership filings instantly.

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FAQ

How do you find all subsidiaries of a UK company on Companies House?

Companies House search does not feature an inverted lookup. It only records upstream owners through the PSC register of the target company. To identify downstream subsidiaries, you must perform a reverse search across the entire UK PSC register to isolate every entity that names the company as a corporate PSC, or order a comprehensive group structure chart.

Who is the ultimate beneficial owner of Cairnwell Estates Limited?

The public PSC filings show that Cairnwell Estates Limited is owned 75% to 100% by Cairnwell Capital Limited (06881280). Cairnwell Capital Limited is controlled in turn by Bcd Holdings Limited (75% to 100% shareholding). Identifying an individual human UBO requires verifying the PSC disclosures registered against Bcd Holdings Limited.

What is an SPV in a corporate structure?

An SPV (Special Purpose Vehicle) is a subsidiary formed to hold specific assets, such as real estate, care facilities, or project debt, isolating financial and legal risks from the rest of the group. Cairnwell Estates Limited directly holds several SPVs, including Dearnevale SPV Limited, Greenside SPV Limited, and Willowbeck SPV Limited.

Can filed accounts be used to determine a company's subsidiaries?

While medium and large entities often list significant subsidiaries in the notes to their annual financial statements, accounts are retrospective and can be up to nine months old when filed. Furthermore, small or micro-entity exemptions can allow holding companies to omit comprehensive subsidiary breakdowns, making statutory PSC register data far more timely and dependable for KYC compliance.

How often should group corporate structures be refreshed for AML compliance?

Regulated entities operating under the UK Money Laundering Regulations 2017 should verify company ownership structures at initial client onboarding and refresh them on an annual risk-based schedule. Significant corporate events, such as changes in directors, new share allotments, or altered parent holdings, trigger an immediate requirement to review and refresh ownership verifications.

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