REGISTERED NUMBER: 10449112 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

FAIRFAX ACQUISITIONS (HAYWARDSHEATH) LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

J P Ball

D E Jacobson

E V Melfi

E Jacobson

REGISTERED OFFICE:

Buncton Barn

Buncton Lane

Bolney

Haywards Heath

RH17 5RE

REGISTERED NUMBER:

10449112 (England and Wales)

AUDITORS:

Watson Associates (Audit Services) Ltd

Statutory Auditor

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

FIXED ASSETS

Investment property

4

49,000,000

49,000,000

CURRENT ASSETS

Debtors

5

237,630

341,459

Cash at bank

66,335

112,689

303,965

454,148

CREDITORS

Amounts falling due within one year

6

(6,491,913

)

(3,428,146

)

NET CURRENT LIABILITIES

(6,187,948

)

(2,973,998

)

TOTAL ASSETS LESS CURRENT LIABILITIES

42,812,052

46,026,002

CREDITORS

Amounts falling due after more than one year

7

(57,695,195

)

(57,843,908

)

PROVISIONS FOR LIABILITIES

(388,282

)

(388,282

)

NET LIABILITIES

(15,271,425

)

(12,206,188

)

CAPITAL AND RESERVES

Called up share capital

9

2

2

Other reserves

1,164,845

1,164,845

Retained earnings

(16,436,272

)

(13,371,035

)

SHAREHOLDERS' FUNDS

(15,271,425

)

(12,206,188

)

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 31 December 2025 and were signed on its behalf by:

J P Ball - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

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

Revenue represents amounts receivable for rent on investment properties and is recognised to the extent that it is probable that the economic benefit will flow to the company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

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 period end date. Changes in fair value are recognised in the profit or loss account.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, and loans to related parties.

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

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

Financial assets and liabilities are offset and the net amount reported in the balance sheet only when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Going concern

WGT Limited has confirmed that they will provide support to enable the company to fulfil its financial obligations as and when they fall due.

The directors have prepared cashflow forecasts and have assessed that the operating cashflows generated, together with the financial support outlined above is adequate to ensure that the company will meet its liabilities as and when they fall due for a period of at least twelve months from the date from which these accounts were approved. On this basis the directors are of the opinion that the financial statements should be drawn up on a going concern basis.

Equity instruments

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.

Significant judgements and estimates

The preparation of financial statements in compliance with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported profits during the financial year. Estimates and judgements are continually evaluated and are based on experienced and other factors that are believed to be reasonable under current circumstances. Although these estimates are management's best knowledge of the amount, events or actions, actual results ultimately may differ from these estimates.

The directors have made the following significant estimates and judgements which they consider to be applicable to the financial statements.

Investment Properties:

The fair value of land and buildings is appraised primarily on the basis of internal valuations. The best evidence of fair value are current prices in an active market for similar property investments.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2024 - 3 ) .

4.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 April 2024

and 31 March 2025

49,000,000

NET BOOK VALUE

At 31 March 2025

49,000,000

At 31 March 2024

49,000,000

Investment properties are valued by the directors as at 31 March 2025 having consideration to current prices in an active market for similar property investments.

Fair value at 31 March 2025 is represented by:

£

Valuation in 2020

4,182,320

Valuation in 2021

(582,691

)

Valuation in 2022

(1,286,099

)

Valuation in 2023

(760,404

)

Cost

47,446,874

49,000,000

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

175,690

164,744

Other debtors

61,940

176,715

237,630

341,459

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Taxation and social security

8,961

32,249

Other creditors

6,482,952

3,395,897

6,491,913

3,428,146

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

18,302,334

18,297,334

Other creditors

39,392,861

39,546,574

57,695,195

57,843,908

8.	SECURED DEBTS

Included in amounts owed to group undertakings is an amount of £18,302,334 (2024 - £18,297,334) owed to Fairfax Classical Properties Limited which is secured by fixed charges against developments and is repayable from the eventual sales proceeds upon completion. Interest is charged on a variable portion of the loan at 11% per annum and on a fixed portion of the loan at 12% per annum. Interest of £2,129,986 (2024 - £1,676,055) has been accrued during the period. During the prior year, £3,741,813 of accrued interest was capitalised on commencement of the fixed loan. As at the balance sheet date total accrued interest of £5,525,883 (2024 - £3,395,897) is included within other creditors.

Included within other creditors at the balance sheet date is a loan of £27,280,000 (2024 - £27,890,511) owed to United Trust Bank, on which interest is charged at 4.4% per annum. The loan is repayable no later than 29 July 2027. The loan is secured by the following:

-

Fixed and floating charges against the company's developments and by joint and several guarantee of £4,000,000 provided by other group companies, registered on 30 August 2019

-

Further fixed and floating charges against the company's developments and by joint and several guarantee of £4,000,000 provided by other group companies, also registered on 30 August 2019

-

Fixed charge over the rental income account, a charge over the company's developments and joint and several guarantee of £4,000,000 provided by other companies, registered 31 March 2021.

Included in other creditors is a loan of £11,306,642 (2024 - £11,306,642) secured by fixed charges against the company's developments and is repayable in full by 30 September 2026. Interest is charged on the loan at 12% per annum. Interest of £1,356,797 (2024 - £926,614) has been accrued during the period. During the prior year, £3,972,604 of accrued interest was capitalised. At the balance sheet date total accrued interest of £1,706,219 (2024 - £349,422) is included within other creditors.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

2

Ordinary

1

2

2

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Stephen James Moore FCCA (Senior Statutory Auditor)

for and on behalf of Watson Associates (Audit Services) Ltd

11.	RELATED PARTY DISCLOSURES

During the year purchases of £158,226 (2024 - £1,787,891) were made from SDP Developments, a partnership in which a director of Fairfax is a partner.

12.	ULTIMATE CONTROLLING PARTY

The immediate parent company of Fairfax Acquisitions (Haywards Heath) Limited is Fairfax Acquisitions Limited by virtue of its ownership of 100% of the shares issued by the company. It is the belief of the Directors that the ultimate controlling party is WGT Limited as a trustee of The Westminster Group Trust, a company which is resident in Jersey.

Fairfax Classical Properties Limited, which is the parent company of Fairfax Acquisitions Limited and whose registered office address in Buncton Barn, Buncton Lane, Bolney, Haywards Heath, RH17 5RE prepares consolidated financial statements in which Fairfax Acquisitions (Haywards Heath) Limited trading results are included.

13.	NON-DISTRIBUTABLE PROFITS RESERVE

Other reserves includes non-distributable profits arising from revaluations of investment properties, net of deferred tax.

2025

2024

£

£

At the beginning of the year

1,164,845

1,164,845

Non-distributable profits/(losses) in the year

-

-

At the end of the year

1,164,845

1,164,845