FAIRFAX_ACQUISITIONS_LIMI - Accounts


Company Registration No. 05322193 (England and Wales)
FAIRFAX ACQUISITIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
FAIRFAX ACQUISITIONS LIMITED
COMPANY INFORMATION
Directors
J P Ball
D E Jacobson
J Benbow
Company number
05322193
Registered office
Buncton Barn
Buncton Lane
Bolney
Haywards Heath
United Kingdom
RH17 5RE
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
Beaconsfield
Bucks
HP9 2JH
FAIRFAX ACQUISITIONS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
FAIRFAX ACQUISITIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2021
- 1 -

The directors present the strategic report for the year ended 31 March 2021.

Strategy and objectives

Land is at the heart of Fairfax Acquisitions Limited business. The company continuously seeks to acquire new land and has an excellent track record of achieving planning consents for development and maximising land value potential. The objective of Fairfax Acquisitions Limited is to be recognised as a trusted partner who works with landowners and local communities to deliver positive outcomes for all parties.

 

Review of the Business

 

2021 has been a mixed year for Fairfax Acquisitions Limited. Whilst the company was successful in completing the sale of a a number of projects that generated a significant gross profit, this was turned into a gross loss as a result of writing down significant costs on a number of aborted projects.

 

Whilst the impact of the aborted costs is disappointing the directors regard the ability of the company to complete transactions with a sales value in excess of £19M in the midst of the pandemic as a further example of how Fairfax Acquisitions Limited has access to the resources and expertise needed to generate success for both the company and its business partners. In this regard Fairfax Acquisitions Limited continues to strengthen its relationship with its key suppliers to ensure that it has access to an increasing bank of dedicated land specialists.

Principal risks and uncertainties

The directors consider that the main business risks and uncertainties continue to be:

 

  • Reduced access to sites with planning potential.

  • Changes to the UK planning process that give rise to restrictions on development potential.

  • A decline in the demand for development sites from the UK’s primary housebuilders.

  • Continued access to appropriate credit lines.

 

These risks are mitigated by working closely with all interested parties including, individual landowners, planning authorities, leading professional practitioners and the UK’s primary housebuilders. As part of this process Fairfax strives to engage fully with local communities to address their needs and promote positive outcomes for all parties.

 

Furthermore, the company has received confirmation from its ultimate parent undertaking that it will provide continued financial support.

 

Key performance indicators

The most relevant indicators for the business are:

 

 

31-Mar-21

31-Mar-20

 

£'000

£'000

Turnover

19,437

13,641

Gross (loss)/profit

-4098

3,410

Operating (loss)/profit

-7,683

-344

Finance costs

-4,263

-4724

 

 

FAIRFAX ACQUISITIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 2 -

On behalf of the board

J P Ball
Director
31 May 2022
FAIRFAX ACQUISITIONS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2021
- 3 -

The directors present their annual report and financial statements for the year ended 31 March 2021.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a dividend for the year.

Directors

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

J P Ball
D E Jacobson
J Benbow
Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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.

Statement of disclosure to auditor

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.

FAIRFAX ACQUISITIONS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 4 -
On behalf of the board
J P Ball
Director
31 May 2022
FAIRFAX ACQUISITIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FAIRFAX ACQUISITIONS LIMITED
- 5 -
Opinion

We have audited the financial statements of Fairfax Acquisitions Limited (the 'company') for the year ended 31 March 2021 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 March 2021 and of its loss 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

  • the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

FAIRFAX ACQUISITIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FAIRFAX ACQUISITIONS LIMITED
- 6 -
Matters on which we are required to report by exception

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 strategic report and 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 remuneration specified by law are not made; or

  •     we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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.

Auditor's responsibilities for the audit of the financial statements

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

FAIRFAX ACQUISITIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FAIRFAX ACQUISITIONS LIMITED
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

  • Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

  • Reviewing minutes of meetings of those charged with governance;

  • Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

  • Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

  • Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

David Green MA (Cantab) ACA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
31 May 2022
Chartered Accountants
Statutory Auditor
Suites B & D
Burnham Yard
Beaconsfield
Bucks
HP9 2JH
FAIRFAX ACQUISITIONS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2021
- 8 -
2021
2020
Notes
£
£
Turnover
2
19,436,963
13,640,916
Cost of sales
(23,534,778)
(10,231,311)
Gross (loss)/profit
(4,097,815)
3,409,605
Administrative expenses
(3,584,805)
(3,065,601)
Operating (loss)/profit
3
(7,682,620)
344,004
Share of results of associates and joint ventures
(31,550)
(49,447)
Interest payable and similar expenses
6
(4,262,766)
(4,723,645)
Fair value gains and losses on investment properties
9
(178,955)
-
0
Loss before taxation
(12,155,891)
(4,429,088)
Tax on loss
7
-
0
-
0
Loss for the financial year
(12,155,891)
(4,429,088)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

FAIRFAX ACQUISITIONS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2021
- 9 -
2021
2020
£
£
Loss for the year
(12,155,891)
(4,429,088)
Other comprehensive income
-
-
Total comprehensive income for the year
(12,155,891)
(4,429,088)
FAIRFAX ACQUISITIONS LIMITED
BALANCE SHEET
AS AT
31 MARCH 2021
31 March 2021
- 10 -
2021
2020
Notes
£
£
£
£
Fixed assets
Tangible assets
8
48,781
-
0
Investment properties
9
900,000
1,078,955
Investments
10
5,419,005
5,450,555
6,367,786
6,529,510
Current assets
Stocks and work in progress
13
25,801,538
30,146,424
Debtors
14
4,208,310
5,509,748
Cash at bank
248,679
212,724
30,258,527
35,868,896
Creditors: amounts falling due within one year
15
(59,277,043)
(53,058,245)
Net current liabilities
(29,018,516)
(17,189,349)
Total assets less current liabilities
(22,650,730)
(10,659,839)
Creditors: amounts falling due after more than one year
16
(3,307,849)
(3,142,849)
Net liabilities
(25,958,579)
(13,802,688)
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
(25,958,679)
(13,802,788)
Total equity
(25,958,579)
(13,802,688)
The financial statements were approved by the board of directors and authorised for issue on 31 May 2022 and are signed on its behalf by:
J P Ball
Director
Company Registration No. 05322193
FAIRFAX ACQUISITIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2021
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2019
100
(9,373,700)
(9,373,600)
Year ended 31 March 2020:
Loss and total comprehensive income for the year
-
(4,429,088)
(4,429,088)
Balance at 31 March 2020
100
(13,802,788)
(13,802,688)
Year ended 31 March 2021:
Loss and total comprehensive income for the year
-
(12,155,891)
(12,155,891)
Balance at 31 March 2021
100
(25,958,679)
(25,958,579)
FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
- 12 -
1
Accounting policies
Company information

Fairfax Acquisitions Limited is a private company limited by shares incorporated in England and Wales. The registered office is Buncton Barn, Buncton Lane, Bolney, Haywards Heath, United Kingdom, RH17 5RE.

 

These financial statements were authorised for issue by the directors on ... May 2022.

 

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

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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.

 

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

  •     Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

  •     Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

  •     Section 33 ‘Related Party Disclosures

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Fairfax Acquisitions Limited is a wholly owned subsidiary of Fairfax Classical Properties Limited and the results of Fairfax Acquisitions Limited are included in the consolidated financial statements of Fairfax Classical Properties Limited which are available from Buncton Barn, Buncton Lane, Bolney, Haywards Heath, RH17 5 RE.

1.2
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.true

 

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.

FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover

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.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Motor vehicles
15% on a reducing balance basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
1
Accounting policies
(Continued)
- 14 -

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
1
Accounting policies
(Continued)
- 15 -
1.8
Work in progress

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

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

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.

1.10
Financial instruments

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

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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

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.

1.12
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.13

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.

2
Turnover and other revenue
2021
2020
£
£
Turnover analysed by class of business
Sales relating to property interests
19,381,681
13,477,488
Property rental
50,682
158,828
Other
4,600
4,600
19,436,963
13,640,916
FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
2
Turnover and other revenue
(Continued)
- 18 -
2021
2020
£
£
Turnover analysed by geographical market
United Kingdom
19,436,963
13,640,916
3
Operating (loss)/profit
2021
2020
Operating (loss)/profit for the year is stated after charging:
£
£
Depreciation of owned tangible fixed assets
8,609
-
0
Operating lease charges
105,000
105,000
4
Auditor's remuneration
2021
2020
Fees payable to the company's auditor and associates:
£
£
For audit services
-
-

Auditors' remuneration is paid within the fees charged to Fairfax Classical Properties Limited, the immediate parent undertaking.

 

 

5
Employees

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

2021
2020
Number
Number
Management
3
3
6
Interest payable and similar expenses
2021
2020
£
£
Other loan interest payable
668,954
421,817
Group interest payable
3,593,812
4,301,828
4,262,766
4,723,645
FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 19 -
7
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2021
2020
£
£
Loss before taxation
(12,155,891)
(4,429,088)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2020: 19.00%)
(2,309,619)
(841,527)
Unutilised tax losses carried forward
2,284,886
841,527
Permanent capital allowances in excess of depreciation
(9,268)
-
0
Effect of revaluations of investments
34,001
-
0
Taxation charge for the year
-
-

Factors that may affect future tax charges

 

Reductions to the UK corporation tax rate were substantially enacted on 6 September 2017. The changes proposed to reduce the rate to 17% for the year commencing 1 April 2020. It was further announced as part of the finance Act 2020, which was enacted on 22 July 2020, that the UK corporation tax rate would remain at 19% for the financial tax years beginning 1 April 2020 and 1 April 2021 respectively. The standard rate of corporation tax in the UK will change from 19% to 25% with effect from 1 April 2023.The effect on the company of these proposed changes will be reflected in the company's financial statements in future years, as appropriate.

8
Tangible fixed assets
Motor vehicles
£
Cost
At 1 April 2020
-
0
Additions
57,390
At 31 March 2021
57,390
Depreciation and impairment
At 1 April 2020
-
0
Depreciation charged in the year
8,609
At 31 March 2021
8,609
Carrying amount
At 31 March 2021
48,781
At 31 March 2020
-
0
FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 20 -
9
Investment property
2021
£
Fair value
At 1 April 2020
1,078,955
Net gains or losses through fair value adjustments
(178,955)
At 31 March 2021
900,000

Valuation of investment property

Investment properties are valued by the directors having consideration to current prices in an active market for similar property investments.

 

10
Fixed asset investments
2021
2020
Notes
£
£
Investments in subsidiaries
11
2
2
Investments in joint ventures
12
5,419,003
5,450,553
5,419,005
5,450,555
Movements in fixed asset investments
Shares in subsidiaries and joint ventures
£
Cost or valuation
At 1 April 2020
5,450,555
Share of profit/(loss)
(31,550)
At 31 March 2021
5,419,005
Carrying amount
At 31 March 2021
5,419,005
At 31 March 2020
5,450,555
11
Subsidiaries

Details of the company's subsidiaries at 31 March 2021 are as follows:

FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
11
Subsidiaries
(Continued)
- 21 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Fairfax Acquisitions (Haywards Heath) Limited
Buncton Barn, Buncton Lane, Bolney, Haywards Heath, England RH17 5RE
Management of investment properties
£1 Ordinary
100.00
12
Joint ventures

Details of the company's joint ventures at 31 March 2021 are as follows:

Name of undertaking
Registered office
Nature of business
Interest
% Held
held
Direct
Fairfax (Rottingdean) LLP
Buncton Barn, Buncton Lane, Bolney, Haywards Heath, West Sussex, United Kingdom, RH17 5RE
Property development
Partnership
50.00
13
Stocks
2021
2020
£
£
Work in progress
25,801,538
30,146,424

Stock recognised in cost of sales during the year as an expense was £22,698,546 (2020: £9,566,311).

14
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
-
0
2,383,164
Amounts owed by group undertakings
2,410,310
2,410,311
Other debtors
644,301
715,837
Prepayments and accrued income
1,153,699
436
4,208,310
5,509,748
FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 22 -
15
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
400,028
226,304
Amounts owed to group undertakings
35,049,048
33,424,289
Taxation and social security
1,365,060
1,897,486
Other creditors
5,792,880
4,542,880
Accruals and deferred income
16,670,027
12,967,286
59,277,043
53,058,245

Loans

 

Creditors: Amounts falling due within one year includes:

 

A loan of £2,032,364 (2020: £2,032,364) 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 £743,650 (2020 £438,795). Interest is charged on the loan at 10% until 30 November 2019 and thereafter 15% per annum. Interest of £304,855 (2020: £234,955) has been charged in the year.

 

A loan of £1,250,000 (2020: £nil) in relation to a specific project and is repayable in full on completion of the project which relates to a promotion agreement together with accrued interest of £1,027 (2020 £nil). Interest is charged on the loan at 5% per annum. Interest of £1,027 (2020: £nil) has been charged in the year.

16
Creditors: amounts falling due after more than one year
2021
2020
£
£
Other creditors
3,000,000
3,000,000
Accruals and deferred income
307,849
142,849
3,307,849
3,142,849

Secured Loans

 

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

 

A loan of £3,000,000 (2020: £3,000,000) is secured against specific property stock and the investment property as well as the investment property held by another group undertaking, Fairfax Land Acquisitions Limited. the loan is due for repayment together with accrued interest on 15 May 2022. Interest is charged on the loan at 5.5% per annum and at the financial reporting date accrued interest is £307,849 (2020 £142,849).

 

FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 23 -
17
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2021
2020
£
£
Within one year
105,000
105,000
Between two and five years
43,750
148,750
148,750
253,750
FAIRFAX ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 24 -
18
Related party transactions

As at the statement of financial position date, 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 (2020: £523,775). The loan is unsecured, interest-free and repayable on demand.

 

As at the statement of financial position date, included in debtors under group undertakings is a loan to Kerazar Ultimate Enterprises Limited. The total balance due from this company at the Statement of financial position date was £2,200,000 (2020: £2,200,000). The loan is unsecured, interest-free and repayable on demand.

 

As at the statement of financial position date, included in trade 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 £Nil (2020: £180,000).

 

As at the statement of financial position date, included in trade debtors is an amount due from a connected party Fairfax (Rottingdean) LLP. The total amount due from this company at statement of financial position date was £Nil (2020: £2,200,000).

 

As at the statement of financial position date, included in other debtors are short term loans to Fairfax (Rottingdean) LLP totalling £3,501 (2020: £Nil) which are unsecured and interest-free.

 

As at the statement of financial position date, included in trade creditors is an amount due to WGT Limited of £400,000 (2020: £Nil).

 

As at the statement of financial position date, included in accruals and deferred income is an amount due to WGT Limited. The total amount due to this company at statement of financial position date was £1,231,233 (2020: £400,000).

 

As at the statement of financial position date, included in other creditors are amounts owed to Fairfax (Rottingdean) LLP totalling £1,980,715 (2020: £1,980,715). Interest is charged on the loan at 10% per annum. Interest of £198,072 (2020: £37,986) has been accrued during the period. As at financial position date included in other creditors is an amount of interest owed of £236,058 (2020: £37,986).

 

19
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.

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