ROBERT_FRASER_(LITTLEHAMP - Accounts

The directors present their annual report and financial statements for the year ended 31 December 2019.

The company was formed to participate in The Winterton Lodge Partnership. The partnership business is property management and development.

The results for the year include the company's share of The Winterton Lodge Partnership's assets and liabilities.

The directors are of the opinion that the company's partnership with Samerise Limited and Estatedeal Limited in the Winterton Lodge Partnership is a structure with the form, but not the substance, of a joint venture.

Therefore in accordance with FRS9 - Associates and Joint Ventures, the company has accounted directly for its share of the assets, liabilities and cash flows for The Winterton Lodge Partnership.

The accounts of The Winterton Lodge Partnership for the year ended 31 December 2019 have been audited by Messrs LB Group.

The directors do not propose a dividend for the year ended 31 December 2019.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The auditor, LB Group (Stratford), is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 company’s auditor 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 company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

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 company and of the profit or loss of the company 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;

•     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Robert Fraser (Littlehampton) Limited (the 'company') for the year ended 31 December 2019 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 company's affairs as at 31 December 2019 and of its 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 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.

Fundamental Uncertainty

In forming our opinion, we have considered the adequacy of the disclosure made in the financial statements concerning the valuation of the development property. The development property, represented by the Cotton College site and as more fully described in note 3, is stated in the balance sheet, in accordance with the company's accounting policy, at a cost of £100,961.

The directors are of the opinion that development of the property and land at Cotton College will result in the company realising an amount in excess of the current open market value, The directors have entered into a joint venture to develop the Cotton College site, so the directors do not at his stage anticipate any loss. If the Cotton College site is ultimately sold for less than cost value stated in the balance sheet this would result in a reduction in the net assets and reserves of the company, Our opinion is not qualified in this respect.

We have also considered the adequacy of the disclosures made in note 1 to the financial statements concerning the uncertainty as to the continued financial support of the holding company, In view of the significance of this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

• the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

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

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

•     the 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; or

•     the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and take advantage of the small companies exemption from the requirement to prepare a strategic report.

As explained more fully in the directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

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

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

Robert Fraser (Littlehampton) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, 60 Gracechurch Street, London, Greater London, UK, EC3V 0HR.

The financial statements are prepared under the historical cost convention.

As at 31 December 2019, the company made a profit of £1,486 and its liabilities exceed its assets by £632,867. The company is therefore dependent on the continued financial support of the holding company.

The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future. The validity of this assumption depends upon the continued financial support, to which the holding company is not legally committed but which the directors believe will be provided. The financial statements do not include any adjustments that might result if financial support is not provided by the holding company.

On this basis the directors believe it is appropriate for the financial statements to be prepared on a going concern basis.

The financial statements include the company's share of the Winterton Lodge Partnerships assets and liabilities.

The directors are of the opinion that the company's partnership with Samerise Limited and Estatedeal Limited in the Winterton Lodge Partnership is a structure with the form, but not the substance of a joint venture and each venturer is able to identify and control its share of the assets, liabilities and cash flows of the partnership.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts 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.

At the time of signing the financial statements the company is assessing and planning for the impact of the Covid-19 pandemic. The directors are confident that whilst the impact of Covid-19 on the UK economy will not be known for some time the resources of the company true(and group) and Government support offered will enable the company to continue as a going concern for the foreseeable future.

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.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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, 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 method 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.

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 company after deducting all of its 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 payments 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.

Equity instruments issued by the company 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 company.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

Development

The partnership was established as a whole project partnership with the partner's interest in the overall profit or loss being calculated over the life of the development, as opposed to being calculated annually or by reference to particular accounting periods.

Development property is stated at cost. Net realisable value depends on a number of factors and will ultimately be determined on sale.

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

The development property is stated at the lower of cost and net realisable value.

The Winterton Lodge Partnership owns 50% of the Cotton College development. The company has entered into a joint venture agreement with a building company to redevelop the development. The development is held at cost (less provisions) in the case of Cotton College, The company's share of the cost of Cotton College is £100,961 (2018: £100,361).

The value of the remaining stock of Winterton Lodge of £4,398 (2018: £4,398) is apportioned as agreed with H M Revenue and Customs. The directors are of the opinion that this value equates to the net realisable value of the remaining stock at Winterton Lodge.

The amounts owed to group undertakings represent loans which are secured by a fixed and floating charge over the entire assets and undertakings of the company.

As at the balance sheet date, the following amounts were owed by fellow group undertakings:

Sterling Property Trust Limited - £34,580 (2018: £34,580)

Sterling Property Holdings Limited - £13,843 (2018: £13,843)

As at the balance sheet date, the following amounts were owed to fellow group undertakings:

Sterling Property Trust Limited - £789,590 (2018: £789,590)

The immediate parent undertaking is Samerise Limited, a company registered in England and Wales.

The ultimate parent undertaking is Sterling Property Holdings Limited, a company registered in England and Wales.

The accounts of Samerise Limited, and the ultimate parent undertaking Sterling Property Holdings Limited will be available at 6th Floor, 60 Gracechurch Street, London EC3V 0HR and Companies House.