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Registered number: 09486518









FAIRMILE HOLDING UK LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

 
FAIRMILE HOLDING UK LTD
 
 
COMPANY INFORMATION


Director
M G Mullertz 




Registered number
09486518



Registered office
Riverbank House
2 Swan Lane

London

EC4R 3TT




Independent auditor
Adler Shine LLP
Chartered Accountants & Statutory Auditor

Aston House

Cornwall Avenue

London

N3 1LF





 
FAIRMILE HOLDING UK LTD
 

CONTENTS



Page
Group Strategic Report
 
1
Director's Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Consolidated Statement of Comprehensive Income
 
8
Consolidated Balance Sheet
 
9 - 10
Company Balance Sheet
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14 - 15
Notes to the Financial Statements
 
16 - 31


 
FAIRMILE HOLDING UK LTD
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023

Introduction
 
The director presents his report and financial statements for the year ended 31 March 2023.

Business review
 
For the year, client portfolios performed as expected and ahead of benchmarks, resulting in a satisfactory year for the Group. 

Principal risks and uncertainties
 
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Group is exposed to credit risk primarily on its cash and cash equivalents.
Liquidity Risk
Liquidity risk is the risk that the Group will have difficulty raising funds to meet commitments associated with financial instruments. The Group limits its liquidity risk by ensuring that working capital is in excess of expected requirements.
Currency Risk
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. All the transactions of the Group an in British pounds, Danish Kroners, Euros or US Dollars. The Group does not actively hedge against this risk.


This report was approved by the board and signed on its behalf.



M G Mullertz
Director

Date: 27 September 2023

Page 1

 
FAIRMILE HOLDING UK LTD
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2023

The director presents his report and the financial statements for the year ended 31 March 2023.

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £154,670 (2022 - profit £1,263,492).

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

Director

The director who served during the year was:

M G Mullertz 

Future developments

The Group intends to carry on with operations and foresee no changes in the immediate future.

Page 2

 
FAIRMILE HOLDING UK LTD
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as  is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

 has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsAdler Shine LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
M G Mullertz
Director

Date: 27 September 2023

Page 3

 
FAIRMILE HOLDING UK LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FAIRMILE HOLDING UK LTD
 

Opinion


We have audited the financial statements of Fairmile Holding UK Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2023, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 March 2023 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 director's 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 Group's or the parent 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 director with respect to going concern are described in the relevant sections of this report.


Page 4

 
FAIRMILE HOLDING UK LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FAIRMILE HOLDING UK LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The director is 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.


Opinion 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 Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Director's Report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's Report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's 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 Director's Responsibilities Statement set out on page 2, the director is 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 director determines 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 director is responsible for assessing the Group's and the parent 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 director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
FAIRMILE HOLDING UK LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FAIRMILE HOLDING UK LTD (CONTINUED)


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 an Auditors' 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 Group financial statements.


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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. 
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:
• considered the nature of the industry and sectors, control environment and business performance;
• made enquires of management about their own identification and assessment of the risk of irregularities; 
• performed audit work over the risk of management 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 bias;
• undertaken appropriate sample based testing of bank transactions;
• identified and evaluated compliance with relevant laws and regulations and made enquiries of any    instances of non-compliance;
• discussed matters among the audit engagement team regarding how and where fraud might occur in the   financial statements and potential indicators of fraud.


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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.


Page 6

 
FAIRMILE HOLDING UK LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FAIRMILE HOLDING UK LTD (CONTINUED)


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 2006Our 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 Auditors' 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.





Christopher Taylor (Senior Statutory Auditor)
  
for and on behalf of
Adler Shine LLP
 
Chartered Accountants
Statutory Auditor
  
Aston House
Cornwall Avenue
London
N3 1LF

27 September 2023
Page 7

 
FAIRMILE HOLDING UK LTD
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
Note
£
£

  

Turnover
 4 
1,773,027
7,634,174

Gross profit
  
1,773,027
7,634,174

Administrative expenses
  
(851,866)
(3,409,114)

Fair value movements
  
74,329
(17,312)

Operating profit
 5 
995,490
4,207,748

Income from fixed assets investments
  
2,173
-

Interest receivable and similar income
  
660
-

Interest payable and similar expenses
 9 
(813,896)
(1,354,897)

Profit before taxation
  
184,427
2,852,851

Tax on profit
 10 
(201,277)
(778,488)

(Loss)/profit for the financial year
  
(16,850)
2,074,363

Total comprehensive income for the year
  
(16,850)
2,074,363

(Loss)/profit for the year attributable to:
  

Non-controlling interests
  
137,820
810,871

Owners of the parent Company
  
(154,670)
1,263,492

  
(16,850)
2,074,363

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

The notes on pages 16 to 31 form part of these financial statements.

Page 8

 
FAIRMILE HOLDING UK LTD
REGISTERED NUMBER: 09486518

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
106,623
151,720

Tangible assets
 13 
2,954
4,095

Investments
 14 
204,584
204,584

  
314,161
360,399

Current assets
  

Debtors: amounts falling due within one year
 15 
331,277
2,503,287

Current asset investments
 16 
146,731
72,402

Cash at bank and in hand
 17 
517,727
2,131,859

  
995,735
4,707,548

Creditors: amounts falling due within one year
 18 
(220,788)
(943,080)

Net current assets
  
 
 
774,947
 
 
3,764,468

Total assets less current liabilities
  
1,089,108
4,124,867

Provisions for liabilities
  

Deferred taxation
 20 
(11,091)
-

  
 
 
(11,091)
 
 
-

  
1,078,017
4,124,867

Net assets
  
1,078,017
4,124,867


Capital and reserves
  

Called up share capital 
 21 
1
1

Other reserves
 22 
1,492,891
1,492,891

Profit and loss account
 22 
(560,523)
1,821,264

Equity attributable to owners of the parent Company
  
932,369
3,314,156

Non-controlling interests
  
145,648
810,711

  
1,078,017
4,124,867


Page 9

 
FAIRMILE HOLDING UK LTD
REGISTERED NUMBER: 09486518
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

M G Mullertz
Director

Date: 27 September 2023

The notes on pages 16 to 31 form part of these financial statements.

Page 10

 
FAIRMILE HOLDING UK LTD
REGISTERED NUMBER: 09486518

COMPANY BALANCE SHEET
AS AT 31 MARCH 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 14 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 15 
25
25

Cash at bank and in hand
 17 
27,962
23,669

  
27,987
23,694

Creditors: amounts falling due within one year
 18 
(10,000)
(10,001)

Net current assets
  
 
 
17,987
 
 
13,693

Total assets less current liabilities
  
17,988
13,694

  

  

  
17,988
13,694

Net assets
  
17,988
13,694


Capital and reserves
  

Called up share capital 
 21 
1
1

Profit and loss account
 22 
17,987
13,693

  
17,988
13,694


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


M G Mullertz
Director

Date: 27 September 2023

The notes on pages 16 to 31 form part of these financial statements.

Page 11

 
FAIRMILE HOLDING UK LTD
 

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


Called up share capital
Other reserves
 Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£
£


At 1 April 2021
1
1,492,891
1,419,407
2,912,299
1,338,205
4,250,504



Profit for the year

-
-
1,263,492
1,263,492
-
1,263,492

NCI Share of profit for the year
-
-
-
-
810,871
810,871

Dividends: Equity capital
-
-
(2,200,000)
(2,200,000)
-
(2,200,000)

Transfer to/from profit and loss account
-
-
1,338,365
1,338,365
-
1,338,365

NCI Preference dividend paid
-
-
-
-
(1,338,365)
(1,338,365)



At 1 April 2022
1
1,492,891
1,821,264
3,314,156
810,711
4,124,867



Loss for the year

-
-
(154,670)
(154,670)
-
(154,670)

NCI preference dividend payable
-
-
-
-
137,820
137,820

Dividends: Equity capital
-
-
(3,030,000)
(3,030,000)
-
(3,030,000)

Transfer to/from profit and loss account
-
-
802,883
802,883
-
802,883

NCI preference dividend paid
-
-
-
-
(802,883)
(802,883)


At 31 March 2023
1
1,492,891
(560,523)
932,369
145,648
1,078,017


The notes on pages 16 to 31 form part of these financial statements.

Page 12

 
FAIRMILE HOLDING UK LTD
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 April 2021
1
20,544
20,545


Comprehensive income for the year

Profit for the year

-
2,193,149
2,193,149

Dividends: Equity capital
-
(2,200,000)
(2,200,000)



At 1 April 2022
1
13,693
13,694



Profit for the year

-
3,034,294
3,034,294

Dividends: Equity capital
-
(3,030,000)
(3,030,000)


At 31 March 2023
1
17,987
17,988


The notes on pages 16 to 31 form part of these financial statements.

Page 13

 
FAIRMILE HOLDING UK LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
(16,850)
2,074,363

Adjustments for:

Amortisation of intangible assets
45,097
45,097

Depreciation of tangible assets
2,072
1,838

Interest paid
813,896
1,354,897

Interest received
(2,833)
-

Taxation charge
201,277
778,488

Decrease in debtors
2,131,345
1,361,977

(Decrease) in creditors
(453,368)
(564,651)

Net fair value (gains)/losses recognised in P&L
(74,329)
17,312

Corporation tax (paid)
(418,440)
(1,087,668)

Net cash generated from operating activities

2,227,867
3,981,653


Cash flows from investing activities

Purchase of tangible fixed assets
(936)
(1,574)

Purchase of short-term listed investments
-
(28,300)

Interest received
660
-

Dividends received
2,173
-

Net cash from investing activities

1,897
(29,874)
Page 14

 
FAIRMILE HOLDING UK LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023


2023
2022

£
£



Cash flows from financing activities

Dividends paid
(3,030,000)
(2,200,000)

Interest paid
(813,896)
(1,354,893)

Net cash used in financing activities
(3,843,896)
(3,554,893)

Net (decrease)/increase in cash and cash equivalents
(1,614,132)
396,886

Cash and cash equivalents at beginning of year
2,131,859
1,734,973

Cash and cash equivalents at the end of year
517,727
2,131,859


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
517,727
2,131,859

517,727
2,131,859


The notes on pages 16 to 31 form part of these financial statements.

Page 15

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.


General information

Fairmile Holding UK Ltd is a private company limited by shares and is registered in England and Wales. The registered office is Riverbank House, 2 Swan Lane, London, EC4R 3TT.
The principal activity of the company is that of a holding company. The principal activity of its subsidiaries is that of consulting and management services, and investment advisory services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis which assumes that the group will be able to continue trading for the foreseeable future. The Group has net assets of £1,078,017 at the balance sheet date, including cash at bank of £517,727. 
The director is therefore satisfied that the going concern basis is appropriate for the preparation of these financial statements.

Page 16

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.5

Revenue

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

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 17

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 18

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive Income over its useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Fixtures and fittings
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 19

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

 
2.18

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate
Page 20

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

for measuring any impairment loss is the current effective interest rate determined under the contract.

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires amangement to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The most significant effect on amounts recognised in the financial statements is the estimation of accrued income.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Advisory services
1,773,027
7,634,174

1,773,027
7,634,174


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
1,773,027
7,634,174

1,773,027
7,634,174


Page 21

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
2,072
1,839

Exchange differences
(84,613)
(6,940)

Other operating lease rentals
16,863
18,472

Amortisation of intangible assets, including goodwill
45,097
45,097

Fees payable to the Group's auditor and its associates for the audit of the Company's annual financial statements
26,350
18,570


6.


Employees

Staff costs, including director's remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
105,908
102,840
-
-

Social security costs
8,082
11,752
-
-

Cost of defined contribution scheme
10,000
-
-
-

123,990
114,592
-
-


The average monthly number of employees, including the director, during the year was as follows:


        2023
        2022
            No.
            No.







Employees
2
2


7.


Director's remuneration

2023
2022
£
£


Director's emoluments
115,908
102,840

115,908
102,840

Page 22

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

8.


Income from investments

2023
2022
£
£


Income from current asset investments
2,173
-

2,173
-




9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
11,013
15,509

Interest payable on preference shares
802,883
1,338,365

Other interest payable
-
1,023

813,896
1,354,897


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
183,873
777,905


183,873
777,905

Total current tax
183,873
777,905

Deferred tax


Origination and reversal of timing differences
17,404
583

Total deferred tax
17,404
583


Taxation on profit on ordinary activities
201,277
778,488
Page 23

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
194,426
2,852,851


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
36,941
542,042

Effects of:


Other differences leading to an increase (decrease) in the tax charge
164,336
236,446

Total tax charge for the year
201,277
778,488


11.


Dividends

2023
2022
£
£


Dividends paid
3,030,000
2,200,000

3,030,000
2,200,000

Page 24

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

12.


Intangible assets

Group and company





Goodwill

£



Cost


At 1 April 2022
450,966



At 31 March 2023

450,966



Amortisation


At 1 April 2022
299,246


Charge for the year on owned assets
45,097



At 31 March 2023

344,343



Net book value



At 31 March 2023
106,623



At 31 March 2022
151,720

All of the Group's intangible fixed assets are held in the Parent Company.



Page 25

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

13.


Tangible fixed assets

Group






Fixtures and fittings

£



Cost or valuation


At 1 April 2022
17,749


Additions
931



At 31 March 2023

18,680



Depreciation


At 1 April 2022
13,654


Charge for the year on owned assets
2,072



At 31 March 2023

15,726



Net book value



At 31 March 2023
2,954



At 31 March 2022
4,095


14.


Fixed asset investments

Group





Unlisted investments

£



Cost or valuation


At 1 April 2022
204,584



At 31 March 2023
204,584




Page 26

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2022
1



At 31 March 2023
1





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Principal activity

Class of shares

Holding

Fairmile Advisors Holding Ltd
Holding company
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Fairmile Advisors Ltd
Consulting and management services
Ordinary
100%
Titon Associates Ltd
Investment advisory services
Ordinary
100%

Page 27

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

15.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Amounts owed by group undertakings
-
-
24
24

Other debtors
93,139
127,491
1
1

Prepayments and accrued income
238,138
2,369,483
-
-

Deferred taxation
-
6,313
-
-

331,277
2,503,287
25
25



16.


Current asset investments

Group
Group
2023
2022
£
£

Listed investments
146,731
72,402

146,731
72,402



17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
517,727
2,131,859
27,962
23,669

517,727
2,131,859
27,962
23,669


Page 28

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

18.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
-
2,367
-
-

Corporation tax
95,792
364,716
-
-

Other taxation and social security
796
-
-
-

Other creditors
6,483
11,607
-
-

Accruals and deferred income
117,717
564,390
10,000
10,001

220,788
943,080
10,000
10,001



19.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
664,458
2,204,261
27,962
23,669

Financial assets that are debt instruments measured at amortised cost
-
-
-
-

664,458
2,204,261
27,962
23,669


Financial liabilities

Financial liabilities measured at amortised cost
(117,717)
(566,757)
-
-


Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.

Page 29

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

20.


Deferred taxation


Group



2023


£






At beginning of year
6,313


Utilised in year
(17,404)



At end of year
(11,091)

Group
Group
2023
2022
£
£

Movements of fair value
(11,091)
6,313

(11,091)
6,313


21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £1.00
1
1

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.



22.


Reserves

Non controlling interests

The non controlling interests relate to the interest of the preference shareholder in the profits of a subsidiary company.

Merger Reserve

The merger reserve arose on the acquisition of a subsidiary.

Profit and loss account

Retained earnings relate to cumulative net gains and losses less distributions made.

Page 30

 
FAIRMILE HOLDING UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £10,000 (2022 - £Nil). There were no contributions payable to the fund at the balance sheet date.


24.


Controlling party

The ultimate parent company is Fairmile Holding Inc., which is incorporated in the British Virgin Islands.
The ultimate controlling party of the group is M G Mullertz as the sole Shareholder of Fairmile Holding Inc.
 

 
Page 31