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Registered number: OC395247
FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
CONTENTS
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Statement of changes in equity
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Reconciliation of members' interests
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Notes to the financial statements
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
REGISTERED NUMBER: OC395247
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within oneyear
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Net liabilities attributable to members
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Loans and other debts due to members within one year
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Amounts due in respect of profits
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Members' capital classified as equity
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Loans and other debts due to members
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Members' capital classified as equity
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
REGISTERED NUMBER: OC395247
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
For the financial year ended 31 December 2024 the limited liability partnership was entitled to exemption from audit under section 477 of the Companies Act 2006 as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 relating to small limited liability partnerships.
The members acknowledge their responsibilities for complying with the requirements of the Act as applied to limited liability partnerships with respect to accounting records and the preparation of accounts.
These financial statements have been prepared and delivered in accordance with the provisions applicable to limited liability partnerships subject to the small limited liability partnerships regime.
The members of the limited liability partnership have elected not to include a copy of the profit and loss account within the financial statements.
The financial statements were approved and authorised for issue by the members and were signed on their behalf on 23 December 2025.
The notes on pages 4 to 12 form part of these financial statements.
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Balance at 1 January 2023
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Year ended 31 December 2023
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Loss and total comprehensive loss for the year
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Other divisions of losses
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Balance as at 31 December 2023
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Profit and total comprehensive income for the year
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Other divisions of profits
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Balance at 31 December 2024
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The notes on pages 4 to 12 form part of these financial statements.
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Fairacre UK Retail Properties (M&H) LLP is a limited liability partnership incorporated in England and Wales. The registered office is 10 Queen Street Place, London, EC4R IAG.
The limited liability partnership's principal activities are disclosed in the Members' Report
2.Accounting policies
These financial statements have been prepared in accordance with the Statement of Recommended
Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together 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 IA of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are presented in Sterling (£), which is the functional currency of the limited liability partnership. 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 investment properties at fair value. The principal accounting policies adopted are set out below.
The LLP has net liabilities of £377,698 (2023: £445,395)and at the time of approving the financial statements, the members have a reasonable expectation that the limited liability partnership has adequate resources with the support of the group entities to continue in operational existence for a period of at least 12 months from the date of signing of these financial statements and the members continue to adopt the going concern basis of accounting in preparing the financial statements.
The investment property has three units, all of which are occupied. Its major tenant is still in occupancy and the lease expires in June 2025. One tenant remains in a CVA, paying rent on a turnover basis. The final tenant's rent free has now finished, the tenant is now paying full rent.
The LLP is in breach of its loan to value (LTV) covenant with its loan provider and is therefore in a cash trap. The lender and LLP are related by their common ownership, the ultimate parent entity of the lender is Grey Cat Capital V, which also owns the majority of the interests in the LLP.
Turnover represents rental income from tenants, excluding VAT. Rental income is recognised over the term of the lease.
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Members' participating interests
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Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed remuneration and profits).
Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.
All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current year profits, they are recognised within 'Members' remuneration charged as an expense' in arriving at the relevant year's result. Undivided amounts that are classified as equity are shown within 'Members' other interests'. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members' interests.
Once an unavoidable obligation has been created in favour of members through allocation of profits or other means, any undrawn profits remaining at the reporting date are shown as 'Loans and other debts due to members' to the extent they exceed debts due from a specific member.
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
Where fair value cannot be achieved without. undue cost or effort, investment property is accounted for as property, plant and equipment using the cost model.
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Cash and cash equivalents
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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.
Interest income is recognised in profit or loss using the effective interest method.
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.
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The limited liability partnership 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 limited liability partnership's Balance sheet when the limited liability partnership becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Dececognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the limited liability partnership transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the limited liability partnership after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and
preference shares that are classified as debt, are initially recognised at transaction price unless the
arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the limited liability partnership's obligations expire or are
discharged or cancelled.
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Equity instruments issued by the limited liability partnership are recorded at the proceeds received, net of direct issue costs.
The taxation payable on the partnership profits is solely the personal liability of the individual members consequently neither partnership taxation nor related deferred taxation arising in respect of the partnership are accounted for in these financial statements.
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Judgements and key sources of estimation uncertainty
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In the application of the limited liability partnership's accounting policies, the members 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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
Investment properties
Investment properties are valued at each balance sheet date at fair value. Fair value is ascertained through review of a number of factors and information flows, including market knowledge, recent market movements, historical experience and rent levels. There is an inevitable degree of judgement involved and value can only be reliably tested ultimately in the market itself. The investment property was valued by Avison Young on 30 September 2025.
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The average number of members during the year was
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Profit/(loss) attributable to the member with the highest entitlement
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Freehold investment property
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Investment property comprise of a freehold property. A valuation was carried out on 30 September 2025 by Avison Young who are not connected with the LLP valuing the property at £1.75m. The valuation was made on an open market basis and was based on recent transactions on arm's length terms for similar properties.
In the members' opinion, the fair value of the investment property of £1.75m undertaken by the independent valuer does not materially differ from the carrying value as at the balance sheet date.
If investment properties were stated on an historical basis rather than fair value basis, the amounts would have been included as follows;
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Debtors: amounts falling due within one year
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Prepayments and accrued income
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: amounts falling due after more than one year
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The LLP has a loan facility bearing an interest rate of 6.5% terminating on 8 August 2024, the balance at year end was £2,059,370 (2023: £2,124,489). The loan is secured by fixed and floating charges over the assets of the Limited Liability Partnership.
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Reconciliation of members' interests
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Equity
Members' other interests
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Debt
Loans and other debts due to members less any amounts due from members in debtors
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Members' interests at 1 January 2023
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Loss for the year available for discretionary division among members
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Members' interests after loss for the year
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Amounts due in respect of profits
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Members' interests at 1 January 2024
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Profit for the year available for discretionary division among members
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Members' interests after profit for the year
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Other division of profits
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Amounts due in respect of profits
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Members' interests at 31 December 2024
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Loans and other debts due to members
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In the event of a winding up the amounts included in "Loans and other debts due to members" will rank equally with unsecured creditors.
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Events after the reporting date
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No subsequent events after the reporting date.
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FAIRACRE UK RETAIL PROPERTIES (M&H) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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There are no related party transactions in the year other than those disclosed in note 9.
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The controlling party is TREC Capital LLP.
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