The directors present their annual report and financial statements for the period ended 28 September 2024.

The principal activity of the company continued to be that of organising weddings, farming and holiday lets.

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

The directors have reviewed cash flow projections for a period of at least 12 months from the date of the approval of these financial statements. The continuation of the company as a going concern is dependent on the successful outcome of the receivership process and the company's ability to meet its liabilities as they fall due as that process progresses.

The appointment of receivers by the bank creates a material uncertainty that may cast significant doubt over the company's ability to continue as a going concern. If the company were unable to continue trading, adjustments would be required to reduce assets to their recoverable amounts, provide for additional liabilities, and reclassify long-term liabilities as current. No such adjustments have been made in these financial statements.

Notwithstanding this material uncertainty, the directors believe it remains appropriate to prepare the accounts on a going concern basis, as they believe that trading will continue, funding from directors will be available and receivers will allow continued operations whilst the receivership process is ongoing.

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

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Harefold Limited for the period ended 28 September 2024 which comprise, the statement of financial position and the related notes from the company’s accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.

This report is made solely to the board of directors of Harefold Limited, as a body, in accordance with the terms of our engagement letter dated 26 October 2018. Our work has been undertaken solely to prepare for your approval the financial statements of Harefold Limited and state those matters that we have agreed to state to the board of directors of Harefold Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Harefold Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that Harefold Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Harefold Limited. You consider that Harefold Limited is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or a review of the financial statements of Harefold Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

As noted in the Going Concern disclosure in the directors' report, accounting policies and note 10 to the accounts, the company is currently subject to the appointment of receivers over certain assets. This creates a material uncertainty which may cast doubt on the company's ability to continue as a going concern. The accounts do not include any adjustments that would be necessary should the company be unable to continue as a going concern.

Scope of Work

Our work consisted of preparing the accounts from information provided by the directors and supporting documentation supplied to us. We have not audited or otherwise independently verified the accuracy or completeness of the information provided.

Statement

To the best of our knowledge and belief, the accounts have been properly prepared in accordance with the Companies Act 2006 and give a true and fair view of the company's financial position as at 28 September 2024 and of its financial performance for the year then ended.

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

For the financial period ended 28 September 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

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

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Harefold Limited is a private company limited by shares incorporated in England and Wales. The registered office is Roxburghe House, 273-287 Regent Street, London, UK, W1B 2HA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

The directors acknowledge that the company is experiencing significant financial difficulties and that receivers were appointed on 18 November 2024. As a result , the company's ability to continue as a going concern is dependent on the outcome of that process.

Given the uncertainty regarding the future of the company, a material uncertainty exists that may cast significant doubt on the company's ability to continue a a going concern. Nevertheless, the directors consider it appropriate to prepare these financial statements on the going concern basis. No adjustments have been made to reflect the outcome of the receivership process.

[ FRS 102 3.10 An entity shall present a complete set of financial statements (including comparative information as set out in paragraph 3.14) at least annually. When the end of an entity’s reporting period changes and the annual financial statements are presented for a period longer or shorter than one year, the entity shall disclose the following: (a) that fact; (b) the reason for using a longer or shorter period; and (c) the fact that comparative amounts presented in the financial statements (including the related notes) are not entirely comparable. ]

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

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.

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.

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

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

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

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

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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

Included in fixed asset investments is £19,963 which relates to a part interest in a grain silo and £105 invested in an unquoted company. At 30 September 2023 the directors are of the opinion that the fair value was not materially different from cost.

Freehold land and buildings with a carrying amount of £8,142,391 (2023- £8,203,551) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

Included in tangible fixed assets are two freehold properties whose title deeds are in the name of the directors. Included in bank loans is one loan which is in the name of one of the directors. There are Trust Deeds in place which give The Serena Trust title to two of the freehold properties. The Serena Trust is the majority shareholder in Harefold Limited

The banks have been advised of this interest

Land and buildings with a carrying amount of £8,203,551 were partly revalued at 2016 by BTF, independent valuers not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. The directors are of the opinion that the land and buildings are stated fairly.

[Land and buildings] are carried at valuation. If [land and buildings] were measured using the cost model, the carrying amounts would have been approximately £314,9122 (2023 - £3,210,282), being cost £4,494,114 (2023 - £4,494,114) and depreciation £1,344,992 (2023 - £1,283,832).

There is a specific charge in favour of Gfs 1 Limited creating a third-party Legal Mortgage over land at Wickhurst Farm, Lamberhurst, Tunbridge Wells created on 18 October 2024.

The banks have several Mortgage Debentures and Legal Charges securing the freehold properties and land and also creating a fixed and floating charge over the company.

The banks have several Mortgage Debentures and Legal Charges securing the freehold properties and land and also creating a fixed and floating charge over the company.

Dividends totalling £0 (2023 - £0) were paid in the period in respect of shares held by the company's directors.

The directors acknowledge that the company is experiencing significant financial difficulties and that receivers were appointed on 18 November 2024. As a result , the company's ability to continue as a going concern is dependent on the outcome of that process.

Given the uncertainty regarding the future of the company, a material uncertainty exists that may cast significant doubt on the company's ability to continue a a going concern. Nevertheless, the directors consider it appropriate to prepare these financial statements on the going concern basis. No adjustments have been made to reflect the outcome of the receivership process.

The company's issued share capital is 95% owned by the Serena Trust throughout the current and previous year. The directors have significant control over the company.