Fairfax Acquisitions Limited - Limited company accounts 23.2

Fairfax Acquisitions Limited - Limited company accounts 23.2


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REGISTERED NUMBER: 05322193 (England and Wales)













STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

FOR

FAIRFAX ACQUISITIONS LIMITED

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Statement of Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


FAIRFAX ACQUISITIONS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MARCH 2023







DIRECTORS: J P Ball
D E Jacobson
E V Melfi
E Jacobson





REGISTERED OFFICE: Buncton Barn
Buncton Lane
Bolney
Haywards Heath
RH17 5RE





REGISTERED NUMBER: 05322193 (England and Wales)





AUDITORS: Watson Associates (Audit Services) Ltd
Statutory Auditor
30 - 34 North Street
Hailsham
East Sussex
BN27 1DW

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023

The directors present their strategic report for the year ended 31 March 2023.

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

The war in Europe and the impact of increasing interest rates and inflationary pressure together with the resultant cost-of-living crisis have all contributed to trading conditions in the year under review that are almost unprecedented in the history of the company and in the experience of the directors. These factors combined with the ongoing challenges in the planning process have all contributed to the disappointing results for the year. However, with a strong pipeline of projects in hand and having regard for its relationships with its business partners and the ongoing support of its ultimate parent undertaking the directors remain confident in the outlook for the future.

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 house builders
- 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 house builders. 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.


FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023

KEY PERFORMANCE INDICATORS
The most relevant indicators of the business are:

31-Mar-23 31-Mar-22
£'000000 £'000000
Turnover 1,762 727
Gross (loss)/profit (605 ) (1,620 )
Operating (loss)/profit (4,404 ) (4,728 )
Finance costs (5,110 ) (4,242 )

ON BEHALF OF THE BOARD:





J P Ball - Director


12 December 2023

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2023

The directors present their report with the financial statements of the company for the year ended 31 March 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of development of land and residential housing.

DIVIDENDS
No dividends will be distributed for the year ended 31 March 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report.

J P Ball
D E Jacobson

Other changes in directors holding office are as follows:

J Benbow - resigned 22 January 2023
E V Melfi - appointed 1 March 2023
E Jacobson - appointed 1 March 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2023


AUDITORS
The auditors, Watson Associates (Audit Services) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





J P Ball - Director


12 December 2023

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FAIRFAX ACQUISITIONS LIMITED

Opinion
We have audited the financial statements of Fairfax Acquisitions Limited (the 'company') for the year ended 31 March 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, 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 Financial Reporting Standard 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 2023 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FAIRFAX ACQUISITIONS LIMITED


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 or the Report of the Directors.

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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FAIRFAX ACQUISITIONS LIMITED


Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

Audit procedures performed by the engagement team to detect irregularities, including fraud from instances of non-compliance with laws and regulations included:
- Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
- Reading key correspondence from regulatory bodies;
- Challenging assumptions and judgements made by management in it's significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
- Consideration of recent correspondence with the companies legal advisors to ensure that it aligned with the conclusions drawn on obligations recognised in respect of uncertain legal matters;
- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or those posted by unexpected users; and
- Testing transactions entered into that are outside of the normal course of the Company's business

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FAIRFAX ACQUISITIONS LIMITED


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 a Report of the Auditors 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.




Stephen James Moore FCCA (Senior Statutory Auditor)
for and on behalf of Watson Associates (Audit Services) Ltd
Statutory Auditor
30 - 34 North Street
Hailsham
East Sussex
BN27 1DW

12 December 2023

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023

2023 2022
Notes £    £   

TURNOVER 3 1,761,623 727,165

Cost of sales (2,366,354 ) (2,347,385 )
GROSS LOSS (604,731 ) (1,620,220 )

Administrative expenses (4,073,771 ) (3,107,772 )
(4,678,502 ) (4,727,992 )

Other operating income 275,000 -
OPERATING LOSS 5 (4,403,502 ) (4,727,992 )

Interest receivable and similar income 7,527 -
Other finance income 665,660 -
(3,730,315 ) (4,727,992 )
Amounts written off investments - (229,165 )
(3,730,315 ) (4,957,157 )

Interest payable and similar expenses 6 (5,109,744 ) (4,241,526 )
LOSS BEFORE TAXATION (8,840,059 ) (9,198,683 )

Tax on loss 7 1,750,863 4,101,836
LOSS FOR THE FINANCIAL YEAR (7,089,196 ) (5,096,847 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE LOSS FOR
THE YEAR

(7,089,196

)

(5,096,847

)

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

BALANCE SHEET
31 MARCH 2023

2023 2022
Notes £    £   
FIXED ASSETS
Tangible assets 8 72,990 59,650
Investments 9 5,855,500 5,189,840
Investment property 10 900,000 900,000
6,828,490 6,149,490

CURRENT ASSETS
Stocks 11 26,427,810 25,934,109
Debtors 12 9,740,590 7,050,713
Cash at bank 240,746 126,458
36,409,146 33,111,280
CREDITORS
Amounts falling due within one year 13 (81,382,258 ) (70,316,196 )
NET CURRENT LIABILITIES (44,973,112 ) (37,204,916 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(38,144,622

)

(31,055,426

)

CAPITAL AND RESERVES
Called up share capital 15 100 100
Retained earnings 16 (38,144,722 ) (31,055,526 )
SHAREHOLDERS' FUNDS (38,144,622 ) (31,055,426 )

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2023 and were signed on its behalf by:





J P Ball - Director


FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Balance at 1 April 2021 100 (25,958,679 ) (25,958,579 )

Changes in equity
Total comprehensive loss - (5,096,847 ) (5,096,847 )
Balance at 31 March 2022 100 (31,055,526 ) (31,055,426 )

Changes in equity
Total comprehensive loss - (7,089,196 ) (7,089,196 )
Balance at 31 March 2023 100 (38,144,722 ) (38,144,622 )

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1. STATUTORY INFORMATION

Fairfax Acquisitions Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and
11.48(c);
the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A.

Preparation of consolidated financial statements
The financial statements contain information about Fairfax Acquisitions Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Fairfax Classical Properties Limited, Buncton Barn, Buncton Lane, Bolney, Haywards Heath, RH17 5RE.

Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in compliance with FRS102 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.

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023

2. ACCOUNTING POLICIES - continued

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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

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

ii) the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the properties sold;

iii) the amount of revenue can be measured reliably;

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

v) the costs incurred or to be incurred in the 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 probably 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.

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 of 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.

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023

2. ACCOUNTING POLICIES - continued

Investments in subsidiaries
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.

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.

Investment property
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.

Work in progress
Work in progress is valued on the basis of direct costs only. Provision is made for foreseen losses where appropriate. No element of profit is included in the valuation of work in progress.

Work in progress comprises:

i) Property and land held for development and sale.

ii) 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 and agreed percentage of the net proceeds from a successful sale.

iii) Options to purchase land, whereby the company has the option to acquire the 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.

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023

2. ACCOUNTING POLICIES - continued

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 accounts receivable and payable, loans from banks and other third parties, and loans to related parties.

Debt instruments that are payable or receivable within one year, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received; other debt instruments are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method.

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 profit or loss.

Financial assets and liabilities are offset and the net amount reported in the balance sheet only when there is an 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.

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 balance sheet date.

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

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.

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
Sales re property interests 1,718,806 685,000
Property rental 39,600 39,999
Other 3,217 2,166
1,761,623 727,165

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
United Kingdom 1,761,623 727,165
1,761,623 727,165

4. EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2023 nor for the year ended 31 March 2022.

The average number of employees during the year was as follows:
2023 2022

Management 3 3

2023 2022
£    £   
Directors' remuneration - -

5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2023 2022
£    £   
Depreciation - owned assets 8,948 7,317
Loss/(profit) on disposal of fixed assets 14,202 (4,036 )
Operating lease charges 105,000 105,000

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Other loan interest payable 516,293 179,368
Group interest payable 4,593,451 4,062,158
5,109,744 4,241,526

7. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2023 2022
£    £   
Deferred tax (1,750,863 ) (4,101,836 )
Tax on loss (1,750,863 ) (4,101,836 )

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Loss before tax (8,840,059 ) (9,198,683 )
Loss multiplied by the standard rate of corporation tax in the UK of
19% (2022 - 19%)

(1,679,611

)

(1,747,750

)

Effects of:
Expenses not deductible for tax purposes 6,776 -
Capital allowances in excess of depreciation (27,552 ) (1,298 )
Unutilised tax losses carried forward 1,826,862 1,749,048
Share of profit of joint venture (126,475 ) -
Deferred tax (1,750,863 ) (4,101,836 )
Total tax credit (1,750,863 ) (4,101,836 )

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.

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023

8. TANGIBLE FIXED ASSETS
Motor
vehicles
£   
COST
At 1 April 2022 59,650
Additions 72,990
Disposals (59,650 )
At 31 March 2023 72,990
DEPRECIATION
Charge for year 8,948
Eliminated on disposal (8,948 )
At 31 March 2023 -
NET BOOK VALUE
At 31 March 2023 72,990
At 31 March 2022 59,650

9. FIXED ASSET INVESTMENTS
Shares in Interest
group in joint
undertakings venture Totals
£    £    £   
COST OR VALUATION
At 1 April 2022 2 5,189,838 5,189,840
Share of profit/(loss) - 665,660 665,660
At 31 March 2023 2 5,855,498 5,855,500
NET BOOK VALUE
At 31 March 2023 2 5,855,498 5,855,500
At 31 March 2022 2 5,189,838 5,189,840

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023

9. FIXED ASSET INVESTMENTS - continued

Cost or valuation at 31 March 2023 is represented by:

Shares in Interest
group in joint
undertakings venture Totals
£    £    £   
Valuation in 2020 - (49,447 ) (49,447 )
Valuation in 2021 - (31,550 ) (31,550 )
Valuation in 2022 - (229,165 ) (229,165 )
Valuation in 2023 - 665,660 665,660
Cost 2 5,500,000 5,500,002
2 5,855,498 5,855,500

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Fairfax Acquisitions (Haywards Heath) Limited
Registered office: Buncton Barn, Buncton Lane, Bolney, Haywards Heath, West Sussex, United Kingdom, RH17 5RE
Nature of business: Management of investment properties
%
Class of shares: holding
£1 Ordinary 100.00

Borough High Street Limited
Registered office: Westminster House, Jubilee Promenade, Albert Pier St, Helier, Jersey, JE2 3NW
Nature of business: Rental
%
Class of shares: holding
Ordinary 100.00

Fairfax Land Ventures Limited
Registered office: Buncton Barn, Buncton Lane, Bolney, Haywards Heath, West Sussex, United Kingdom, RH17 5RE
Nature of business: Development of land and residential housing
%
Class of shares: holding
Ordinary 66.67

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023

9. FIXED ASSET INVESTMENTS - continued

Joint venture

Fairfax (Rottingdean) LLP
Registered office: Buncton Barn, Buncton Lane, Bolney, Haywards Heath, West Sussex, United Kingdom, RH17 5RE
Nature of business: Property Development
%
Class of shares: holding
Partnership 50.00

10. INVESTMENT PROPERTY
Total
£   
FAIR VALUE
At 1 April 2022
and 31 March 2023 900,000
NET BOOK VALUE
At 31 March 2023 900,000
At 31 March 2022 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.

Fair value at 31 March 2023 is represented by:
£   
Valuation in 2021 (178,955 )
Cost 1,078,955
900,000

11. STOCKS
2023 2022
£    £   
Work-in-progress 26,427,810 25,934,109

Stock recognised in cost of sales during the year as an expense was £2,366,354 (2022 - £2,347,385).

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 20,424 -
Amounts owed by group undertakings 2,525,910 2,410,310
Other debtors 866,400 297,600
VAT 190,725 239,400
Deferred tax asset 5,852,699 4,101,836
Prepayments and accrued income 284,432 1,567
9,740,590 7,050,713

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 78,000 1,388,250
Amounts owed to group undertakings 49,071,874 37,591,036
Other creditors 8,256,026 11,292,990
Accruals and deferred income 23,976,358 20,043,920
81,382,258 70,316,196

Included within other creditors is a loan of £nil (2022 - £2,032,364) in relation to a specific project which was repaid in full on completion of the project and sale of the developed property. This loan was repaid during the current financial year. The loan was repaid together with accrued interest to date of £1,252,298 (2022 - £1,048,505). Interest is charged on the loan at 15% per annum. Interest of £203,793 (2022 - £304,855) has been charged in the year.

Also included within other creditors are loans totalling £6,250,000 (2022 - £6,250,000) in relation to four individual promotion agreements which are repayable in full on completion of the projects, together with accrued interest of £495,890 (2022 - £183,390). Interest is charged on the loans at 5% per annum. Interest of £312,450 (2022 - £182,363) has been charged in the year.

14. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 105,000 43,750
Between one and five years 148,750 -
253,750 43,750

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
100 Ordinary 1 100 100

FAIRFAX ACQUISITIONS LIMITED (REGISTERED NUMBER: 05322193)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023

16. RESERVES
Retained
earnings
£   

At 1 April 2022 (31,055,526 )
Deficit for the year (7,089,196 )
At 31 March 2023 (38,144,722 )

17. ULTIMATE PARENT COMPANY

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 a 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.

18. RELATED PARTY DISCLOSURES

As at the balance sheet date, included in other creditors is a loan from FCP Land 3 Limited, a company under common control and incorporated in England and Wales. The total balance due to this company at the balance sheet date was £523,775 (2022 - £523,775). The loan is unsecured, interest free and repayable on demand.

As at the balance sheet date, included in amounts owed to group undertakings are amounts owed to Fairfax (Rottingdean) LLP, an LLP in which the company is a 50% member. Total amounts due were £1,977,214 (2022 - £1,977,214) net of a short term loan to Fairfax (Rottingdean) LLP of £3,501 (2022 - £3,501) which is unsecured and interest free. Interest is charged on the loan at 10% per annum. Interest of £198,072 (2022 - £198,072) has been accrued during the period. As at the balance sheet date included in other creditors is an amount of interest owed of £632,201 (2022 - £434,129).

As at the balance sheet date, included in creditors is an amount due to Checkpoint Property Limited (parent of Kerazar Ultimate Enterprises Limited) of £400,000 (2022 - £1,231,233). Management charges incurred in the year amount to £400,000 (2022 - £400,000).

As at the balance sheet date, included in creditors is an amount due to Tri-Ventures Group Limited (a company under common control) of £78,000 (2022 - £156,000). Fees for consultancy services incurred in the year amounted to £260,000 (2022 - £270,000).

As at the balance sheet date, included in creditors is an amount due to Whirligig Limited (a company under common control) of £Nil (2022 - £Nil). Lease costs incurred with Whirligig in the year amounted to £105,000 (2022 - £105,000).

As at the balance sheet date, included in other debtors is an amount advanced to SDP Developments, a partnership in which a director of the company is a partner, of £866,400 (2022 - £297,600). Included within accruals are amounts due to SDP Developments totalling £147,000 (2022 - £640,000). Fees payable to SDP for professional work undertaken in the year amounted to £5,269,381 (2022: £4,272,550)