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Registered number: 02314160









FAIRGATE GROUP LIMITED









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
FAIRGATE GROUP LIMITED
REGISTERED NUMBER: 02314160

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
118,143
128,192

Investment property
 6 
77,853,572
77,248,000

  
77,971,715
77,376,192

Current assets
  

Fixed assets held for sale
  
-
2,175,000

Debtors
 7 
8,555,306
7,638,691

Cash at bank and in hand
 8 
3,795,597
6,579,858

  
12,350,903
16,393,549

Creditors: amounts falling due within one year
 9 
(30,976,118)
(33,052,271)

Net current liabilities
  
 
 
(18,625,215)
 
 
(16,658,722)

Total assets less current liabilities
  
59,346,500
60,717,470

Creditors: amounts falling due after more than one year
 10 
(25,000,000)
(25,882,500)

Provisions for liabilities
  

Deferred taxation
 12 
(3,642,768)
(3,625,886)

  
 
 
(3,642,768)
 
 
(3,625,886)

Net assets
  
30,703,732
31,209,084


Capital and reserves
  

Called up share capital 
 13 
3,650,000
3,650,000

Investment property reserve
 14 
17,073,856
17,523,595

Profit and loss account
 14 
9,979,876
10,035,489

  
30,703,732
31,209,084


Page 1

 
FAIRGATE GROUP LIMITED
REGISTERED NUMBER: 02314160
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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




S C Stevenson
Director

Date: 24 September 2024

The notes on pages 5 to 17 form part of these financial statements.

Page 2

 
FAIRGATE GROUP LIMITED
REGISTERED NUMBER: 02314160

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
3,743
4,992

Investments
 5 
652,251
652,251

  
655,994
657,243

Current assets
  

Debtors
 7 
57,134,695
59,467,609

Cash at bank and in hand
 8 
3,690,850
3,733,961

  
60,825,545
63,201,570

Creditors: amounts falling due within one year
 9 
(32,604,107)
(34,106,715)

Net current assets
  
 
 
28,221,438
 
 
29,094,855

Total assets less current liabilities
  
28,877,432
29,752,098

  

Creditors: amounts falling due after more than one year
 10 
(25,000,000)
(25,882,500)

  

Net assets
  
3,877,432
3,869,598


Capital and reserves
  

Called up share capital 
 13 
3,650,000
3,650,000

Profit and loss account brought forward
  
219,598
141,967

Profit for the year
  
7,834
5,567,631

Other changes in the profit and loss account

  

-
(5,490,000)

Profit and loss account carried forward
  
227,432
219,598

  
3,877,432
3,869,598


Page 3

 
FAIRGATE GROUP LIMITED
REGISTERED NUMBER: 02314160
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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




S C Stevenson
Director

Date: 24 September 2024

The notes on pages 5 to 17 form part of these financial statements.

Page 4

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Fairgate Group Limited is a private company limited by shares and registered in England and Wales. The registered office address is 22-24 Ely Place, London, EC1N 6TE.

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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Group and the Company will be able to continue trading for the foreseeable future.
The Group has net current liabilities at the balance sheet date as the Group is funded by group and related company loans included in current liabilities. The ultimate controlling party has stated that it intends, without creating a contractual obligation, to provide such support as it may be necessary. The directors are therefore satisfied that the going concern basis is appropriate for the preparation of these financial statements.

Page 5

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

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.

 
2.5

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

Temporary rent concessions occurring as a direct consequence of the COVID-19 pandemic have been recognised on a systematic basis over the periods that the change in lease income is intended to compensate. This is conditional on:

the change in lease income resulting in revised consideration for the lease that is less than the consideration for the lease immediately preceding the change;
any reduction in lease income affecting only income originally due on or before 30 June 2022;
there being no significant change to other terms and conditions of the lease.

 
2.6

Interest income

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

 
2.7

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.

Page 6

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.8

Interest charges

Interest charged is to the profit & loss account as it falls due.
Interest due on bank loans where group companies are party to the loan agreement is recognised in the profit & loss account of the group company to the extent that the loan amount is attributable to that company.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
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.

 
2.11

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 7

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

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.

Depreciation is provided on the following basis:

Motor vehicles
-
25%
straight-line method
Fixtures and fittings
-
4%
straight-line method
Computer equipment
-
25%
straight-line method

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.

 
2.12

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in 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.

 
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.

 
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.

Page 8

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

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

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet 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.

Page 9

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
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.


Employees

The average monthly number of employees, including directors, during the year was 5 (2022 - 5).


4.


Tangible fixed assets

Group






Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
220,000
36,798
256,798



At 31 December 2023

220,000
36,798
256,798



Depreciation


At 1 January 2023
96,800
31,806
128,606


Charge for the year on owned assets
8,800
1,249
10,049



At 31 December 2023

105,600
33,055
138,655



Net book value



At 31 December 2023
114,400
3,743
118,143



At 31 December 2022
123,200
4,992
128,192

Page 10

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           4.Tangible fixed assets (continued)


Company






Computer equipment

£

Cost or valuation


At 1 January 2023
36,798



At 31 December 2023

36,798



Depreciation


At 1 January 2023
31,806


Charge for the year on owned assets
1,249



At 31 December 2023

33,055



Net book value



At 31 December 2023
3,743



At 31 December 2022
4,992






Page 11

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
652,251



At 31 December 2023
652,251





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Fairgate Developments Limited
02297681
Investment property *1
Ordinary
100%
Fairgate Estates Limited
02314954
Investment property *1
Ordinary
100%
Fairgate Finance Limited
02281127
Dormant interim holding   company *1
Ordinary
100%
Fairgate International Limited
02317862
Investment property *1
Ordinary
100%
Fairgate Investments Limited
02317867
Investment property *1
Ordinary
100%
Fairgate Property Trading Limited
04919314
Dormant
Ordinary
100%
Fairgate Realty Limited
04919304
Dormant
Ordinary
100%
Fairgate Securities Limited
02290941
Investment property *1
Ordinary
100%


Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Fairgate Enterprises Limited
02280392
Investment property *1
Ordinary
100%

*1 = The company has provided a guarantee under section 479 of the Companies Act 2006. These subsidiaries have therefore taken exemption from the requirement of audit of their individual accounts under section 479A of the Companies Act 2006.
An application to strike off Fairgate Realty Limited was submitted to the Registrar of Companies on 18 June 2024.

Page 12

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Investment property

Group


Freehold investment property

£



Valuation


At 1 January 2023
77,248,000


Additions at cost
1,745,572


Surplus on revaluation
(1,140,000)



At 31 December 2023
77,853,572

The 2023 valuations were made by the directors, on an open market value for existing use basis.








7.


Debtors

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

Due after more than one year

Other debtors
334,929
360,290
-
-

Prepayments and accrued income
171,740
-
-
-

506,669
360,290
-
-

Due within one year

Trade debtors
843,719
521,869
-
6,102

Amounts owed by group undertakings
6,897,988
6,182,837
57,069,443
59,331,365

Other debtors
204,686
297,842
61,939
109,436

Prepayments and accrued income
102,244
275,853
-
16,862

Deferred taxation
-
-
3,313
3,844

8,555,306
7,638,691
57,134,695
59,467,609


Page 13

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Cash and cash equivalents

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

Cash at bank and in hand
3,795,597
6,579,858
3,690,850
3,733,961

3,795,597
6,579,858
3,690,850
3,733,961



9.


Creditors: Amounts falling due within one year

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

Bank loans
-
1,200,000
-
1,200,000

Trade creditors
929,448
566,914
49,504
99

Amounts owed to group undertakings
27,798,308
28,849,026
32,340,080
32,632,623

Corporation tax
270,309
162,408
23,951
-

Other taxation and social security
54,731
246,196
54,731
240,380

Other creditors
233,411
397,234
7,053
5,169

Accruals and deferred income
1,689,911
1,630,493
128,788
28,444

30,976,118
33,052,271
32,604,107
34,106,715



10.


Creditors: Amounts falling due after more than one year

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

Bank loans
25,000,000
25,882,500
25,000,000
25,882,500

25,000,000
25,882,500
25,000,000
25,882,500


Page 14

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Loans


Analysis of the maturity of loans is given below:


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

Amounts falling due within one year

Bank loans
-
1,200,000
-
1,200,000

Amounts falling due 1-2 years

Bank loans
-
1,200,000
-
1,200,000

Amounts falling due 2-5 years

Bank loans
25,000,000
24,682,500
25,000,000
24,682,500


25,000,000
27,082,500
25,000,000
27,082,500


The company and its subsidiaries are party to a loan agreement with Coutts & Co (2022 - Barclays Bank plc). A bank loan of £25,000,000 (2022 - £27,082,50), representing capital amounts due under this agreement, is included in the financial statements of the parent company, the principal borrower. The bank loan is due, secured and guaranteed by way of fixed and floating charges over the assets of the subsidiary companies.
The terms of the agreement express the amount of the loan allocated to each subsidiary company. As set out in the 'Interest charge' accounting policy, interest is recognised as a charge to the profit & loss account in each of the subsidiary companies in accordance with this allocation. No interest is recognised in the company in respect of this loan. During the year, interest of £1,569,072 (2022 - £740,966) was recognised by the group.
The loan is due for repayment in April 2028.
Since the balance sheet date, the company has made a partial repayment of this loan of £10.9 million.

Page 15

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(3,625,886)
(1,395,376)


Charged to profit or loss
(16,882)
(2,230,510)



At end of year
(3,642,768)
(3,625,886)

Company


2023
2022


£

£






At beginning of year
3,844
8,447


Charged to profit or loss
(531)
(4,603)



At end of year
3,313
3,844

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

Accelerated capital allowances
(303,813)
(24,580)
3,313
3,844

Tax losses carried forward
35,197
-
-
-

Revaluation of investment property
(3,374,152)
(3,601,306)
-
-

(3,642,768)
(3,625,886)
3,313
3,844


13.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



3,650,000 (2022 - 3,650,000) Ordinary shares of £1.00 each
3,650,000
3,650,000


Page 16

 
FAIRGATE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Reserves

Investment property revaluation reserve

The investment property revaluation reserve relates to amount arising on the revaluation of the group's investment property, net of deferred tax. The reserve is not distributable.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


15.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.


16.


Controlling party

The immediate parent undertaking is Fairgate Group Holdings Limited, a company incorporated in the British Virgin Islands. The ultimate controlling party is the, Lurego Trust, a trust registered in Guernsey. No consolidated financial statements are prepared for the trust.
The largest and smallest group in which the results of the company are included are the consolidated financial statements of Fairgate Group Holdings Limited. The consolidated accounts for this group are not available to the public.


17.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 24 September 2024 by Alexander Chrysaphiades FCA (Senior Statutory Auditor) on behalf of Adler Shine LLP.

 
Page 17