Fairfax Acquisitions Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 05322193 (England and Wales)

FAIRFAX ACQUISITIONS LIMITED

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2019

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

J P Ball

D E Jacobson

J Benbow

REGISTERED OFFICE:

Buncton Barn

Buncton Lane

Bolney

Haywards Heath

RH17 5RE

REGISTERED NUMBER:

05322193 (England and Wales)

AUDITORS:

Wilkins Kennedy Audit Services

Statutory Auditor

Anglo House

Bell Lane Office Village

Bell Lane

Amersham

Buckinghamshire

HP6 6FA

FIXED ASSETS

Investments

4

2

5

Investment property

5

1,078,955

730,264

1,078,957

730,269

CURRENT ASSETS

Stocks and work in progress

34,567,652

32,713,499

Debtors

6

4,245,350

877,565

Cash at bank

7

781,184

720,260

39,594,186

34,311,324

CREDITORS

Amounts falling due within one year

8

(50,046,743

)

(37,215,575

)

NET CURRENT LIABILITIES

(10,452,557

)

(2,904,251

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(9,373,600

)

(2,173,982

)

CREDITORS

Amounts falling due after more than one
year

9

-

(3,275,523

)

NET LIABILITIES

(9,373,600

)

(5,449,505

)

CAPITAL AND RESERVES

Called up share capital

100

Retained earnings

(9,373,700

)

(5,449,605

)

(9,373,600

)

(5,449,505

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of comprehensive income has not been delivered.

The financial statements were approved by the Board of Directors on 16 December 2019 and were signed on
its behalf by:

J P Ball - Director

1.	STATUTORY INFORMATION

Fairfax Acquisitions Limited is a private company limited by shares and is registered in England and

Wales.

The principal activity is the development of land and residential housing.

Registered number 05322193.

Registered address: Buncton Barn, Buncton Lane, Bolney, Haywards Heath, RH17 5RE.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial

statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and

Republic of Ireland"

- the requirement of Section 33 Related Party Disclosures paragraph 33.1A

The information is included in the consolidated financial statements of its immediate parent

undertaking, Fairfax Classical Properties Limited, as at 31 March 2019 and these financial statements

may be obtained from Companies House.

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the

company and the revenue can be reliably measured. Revenue is measured as the fair value of the

consideration received or receivable, excluding discounts, rebates, value added tax and other sales

taxes. The following criteria must also be met before revenue is recognised.

Sale of property interests

Revenue from the sale of property interests is recognised when all of the following conditions are

satisfied:

- the company has transferred the significant risks and rewards of ownership to the buyer;

- the company retains neither continuing managerial involvement to the degree usually associated with

ownership nor effective control over the properties sold;

- the amount of revenue can be measured reliably;

- it is probable that the company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Revenue is recognised upon stage of completion.

Other revenue

Other revenue represents amounts receivable for rent of investment properties, as well as for contract

administration, management fees and advisory services and is recognised to the extent that it is

probable that the economic benefit will flow to the company and the revenue can be reliably measured.

Revenue is measured as the fair value of the consideration received or receivable, excluding

discounts, rebates, value added tax and other sales taxes.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Investment property

Investment property is carried at fair value determined annually either by external valuers or internally

by the directors and derived from the current market rents and investment property yields for

comparable real estate, adjusted if necessary for any difference in the nature, location or condition of

the specific asset. No depreciation is provided. Changes in fair value are recognised in the statement

of comprehensive income. The valuation as at 31 March 2019 was determined by the directors.

Work in progress

Work in progress is valued on the basis of direct costs only. Provision is made for any forseen losses

where appropriate. No element of profit is included in the valuation of work in progress.

Work in progress comprises

- property and land held for development and sale

- promotion agreements, whereby the company acts on behalf of the owners of the land. Under the

agreement the company promotes land through the planning process and may incur a fee for entering

into the agreement and subsequently costs are incurred in promoting the land. Upon sale of land any

fee and certain costs incurred, as set out under the promotion agreement are reimbursed and the

company receives an agreed percentage of the net proceeds from a successful sale.

- Options to purchase land, whereby the company has the option to acquire land from the owner within

a certain period of time, During this period, generally the owner of the land is not permitted to enter into

a sale with a third party unless agreed. The company promotes land through the planning process and

if successful will take up the option to acquire the land.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of

comprehensive income, except to the extent that it relates to items recognised in other comprehensive

income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been

enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at

the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods

different from those in which they are recognised in financial statements. Deferred tax is measured

using tax rates and laws that have been enacted or substantively enacted by the year end and that are

expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable

that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are

measured initially at fair value, net of transaction costs and are measured subsequently at amortised

cost using the effective method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty

on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no

more than three months from the date of acquisition and that are readily convertible to known amounts

of cash with insignificant risk of change in value.

Financial instruments

The company only enters into basic financial instruments 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 non-puttable ordinary share.

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 lows

and subsequently at amortised cost using the effective interest method. Debt instruments that are

repayable or receivable within one year, typically trade debtors and trade 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 financed at a

rate of interest that is not a market rate or in case of an out-right short-term loan at market rate, the

financial asset or liability is measured, initially, at the present value of the future cash flow discounted

at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank

loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at

amortised cost using the effective interest method.

Going concern

WGT Limited has confirmed that they will provide support to enable the company to fulfil its financial

obligations as and when they fall due.

The directors have prepared cashflow forecasts and have assessed that the operating cashflows

generated, together with the financial support outlined above is adequate to ensure that the company

will meet its liabilities as and when they fall due for a period of at least twelve months from the date

from which these accounts were approved. On this basis the directors are of the opinion that the

financial statements should be drawn up on a going concern basis.

Critical accounting estimates and key sources of estimation uncertainty

Significant estimates and judgements

The preparation of financial statements in compliance with FRS 102 requires management to make

judgements, estimates and assumptions that affect the application of policies and reported profits

during the financial year. Estimates and judgements are continually evaluated and are based on

experience and other factors that are believed to be reasonable under current circumstances. Although

these estimates are management's best knowledge of the amount, events or actions, actual results

ultimately may differ from these estimates.

The directors have made the following significant estimates and judgements which they consider to be

applicable to the financial statements.

Work in progress

Consideration has been given by the directors to the recoverability of work in progress. In determining

this the directors have used their knowledge of the market and guidance from independent valuation

tools.

Investment Properties

The fair value of land and buildings is appraised primarily on the basis of internal valuations. The best

evidence of fair value are current prices in an active market for similar property investments.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2018 - 3 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2018

5

Disposals

(3

)

At 31 March 2019

2

NET BOOK VALUE

At 31 March 2019

2

At 31 March 2018

5

Fixed asset investments comprises 100% of the ordinary share capital in the following:-

Fairfax Acquisitions (Haywards Heath) Limited

Fixed asset disposals represents the dissolution on the 16 October 2018 of the following companies

that had been dormant since incorporation.

Fairfax Acquisitions (Commercial House) Limited

Fairfax Acquisitions (Brookwish House) Limited

5.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 April 2018

730,264

Reclassification/transfer

348,691

At 31 March 2019

1,078,955

NET BOOK VALUE

At 31 March 2019

1,078,955

At 31 March 2018

730,264

During the year ended 31 March 2019 work in progress in the value of £348,691 has been reclassified

as investment property costs.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

Trade debtors

2,485,040

-

Amounts owed by group undertakings

1,610,310

310

Other debtors

150,000

877,255

4,245,350

877,565

7.	CASH AT BANK

2019

2018

£

Cash at bank and in hand

781,184

720,260

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

Trade creditors

2,975,108

1,030,026

Amounts owed to group undertakings

36,809,268

31,060,584

Taxation and social security

203,319

-

Other creditors

10,059,048

5,124,965

50,046,743

37,215,575

Loans

Creditors: Amounts falling due within one year includes:

A loan of £1,662,364 (2018: £Nil) in relation to a specific project and is repayable in full on completion

of the project and sale of the developed property together with accrued interest of £203,840 (2018

£Nil). Interest is charged on the loan at 10% per annum. Interest of £203,840 (2018: £Nil) has been

accrued during the year.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

2019

2018

£

Other creditors

-

3,275,523

Secured Loans

Creditors: Amounts falling due after more than one year are represented by the following:

a) A loan of £Nil (2018: £2,115,000) secured against a specific project and is repayable in full on

completion of the project and sale of the developed property together with accrued interest of £Nil

(2018 £338,400). Interest is charged on the loan at 8% per annum. The registered charge was

discharged 15 May 2019.

b) A loan of £Nil (2018: £750,000) secured against a specific project and is repayable in full on

completion of the project and sale of the developed property together with accrued interest of £Nil

(2018 £72,123). Interest is charged on the loan at 15% per annum. The registered charge was

discharged 15 May 2019.

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases amounted to £43,750 (2018:

£148,750).

11.	SECURED DEBTS

The following secured debts are included within creditors:

2019

2018

£

Other loans

-

2,865,000

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

David Green MA (Cantab) ACA (Senior Statutory Auditor)

for and on behalf of Wilkins Kennedy Audit Services

13.	RELATED PARTY DISCLOSURES

Included in other creditors is a loan from a related party, FCP Land 3 Limited, a company

incorporated in England and Wales. The total balance due to this company at the Statement of

financial position date was £523,775 (2018: £1,002,375). The loan is unsecured, interest-free and

repayable on demand.

During the year the company provided a loan to Kerazar Ultimate Enterprises Limited. The total

balance due from this company at the Statement of financial position date was £1,400,000 (2018:

£Nil). The loan is unsecured, interest-free and repayable on demand.

Included in trade debtors is a balance due from a connected party, Fairfax (Somerton) Limited. The

total balance due from this company at the Statement of financial position date was £832,800.

Included in trade debtors is a balance due from a connected party, FCP Land 4 Limited. The total

balance due from this company at the Statement of financial position date was £852,240.

Included in trade debtors is a balance due from a connected party, FCP Land Two Limited. The total

balance due from this company at the Statement of financial position date was £800,000.

Included in other debtors is an amount due from a connected party Fairfax Sussex Limited. The total

amount due from this company at statement of financial position date was £150,000 (2018: £50,000).

Included in trade creditors is an amount due to a connected party Fairfax Sussex Limited. The total

amount due to this company at statement of financial position date was £2,709,718 (2018: £978,382).

Included in other creditors is an amount due to a connected party, Fairfax Sussex Limited. The total

amount due to this company at statement of financial position date was £38,918 (2018: £Nil).

14.	CONTROLLING PARTY

The immediate parent company of Fairfax Acquisitions Limited is Fairfax Classical Properties Limited

by virtue of its ownership of 100% of the shares issued by the company.It is the belief of the Directors

that the ultimate controlling party is WGT Limited as trustee of The Westminster Group Trust, a

company which is resident in Jersey.

Fairfax Classical Properties Limited, whose registered office address is Buncton Barn, Buncton Lane,

Bolney, Haywards Heath, RH17 5RE prepares consolidated financial statements in which Fairfax

Acquisitions Limited trading results are included.

Fairfax Acquisitions Limited - Accounts to registrar (filleted) - small 18.2

Fairfax Acquisitions Limited - Accounts to registrar (filleted) - small 18.2