ACCOUNTS - Final Accounts


Caseware UK (AP4) 2021.0.152 2021.0.152 2022-03-312022-03-31The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.2021-04-01falsetruetrue SC491587 2021-04-01 2022-03-31 SC491587 2020-04-01 2021-03-31 SC491587 2022-03-31 SC491587 2021-03-31 SC491587 2020-04-01 SC491587 c:Director1 2021-04-01 2022-03-31 SC491587 d:FreeholdInvestmentProperty 2021-04-01 2022-03-31 SC491587 d:FreeholdInvestmentProperty 2022-03-31 SC491587 d:FreeholdInvestmentProperty 2021-03-31 SC491587 d:CurrentFinancialInstruments 2022-03-31 SC491587 d:CurrentFinancialInstruments 2021-03-31 SC491587 d:Non-currentFinancialInstruments 2022-03-31 SC491587 d:CurrentFinancialInstruments d:WithinOneYear 2022-03-31 SC491587 d:CurrentFinancialInstruments d:WithinOneYear 2021-03-31 SC491587 d:CurrentFinancialInstruments d:WithinOneYear d:RestatedAmount 2021-03-31 SC491587 d:Non-currentFinancialInstruments d:AfterOneYear 2022-03-31 SC491587 d:Non-currentFinancialInstruments d:AfterOneYear 2021-03-31 SC491587 d:Non-currentFinancialInstruments d:AfterOneYear d:RestatedAmount 2021-03-31 SC491587 d:ShareCapital 2021-04-01 2022-03-31 SC491587 d:ShareCapital 2022-03-31 SC491587 d:ShareCapital 2020-04-01 2021-03-31 SC491587 d:ShareCapital 2021-03-31 SC491587 d:ShareCapital 2020-04-01 SC491587 d:RetainedEarningsAccumulatedLosses 2021-04-01 2022-03-31 SC491587 d:RetainedEarningsAccumulatedLosses 2022-03-31 SC491587 d:RetainedEarningsAccumulatedLosses 2020-04-01 2021-03-31 SC491587 d:RetainedEarningsAccumulatedLosses 2021-03-31 SC491587 d:RetainedEarningsAccumulatedLosses 2020-04-01 SC491587 c:OrdinaryShareClass1 2021-04-01 2022-03-31 SC491587 c:OrdinaryShareClass1 2022-03-31 SC491587 c:OrdinaryShareClass1 2021-03-31 SC491587 c:OrdinaryShareClass2 2021-04-01 2022-03-31 SC491587 c:OrdinaryShareClass2 2022-03-31 SC491587 c:OrdinaryShareClass2 2021-03-31 SC491587 c:OrdinaryShareClass3 2021-04-01 2022-03-31 SC491587 c:OrdinaryShareClass3 2022-03-31 SC491587 c:OrdinaryShareClass3 2021-03-31 SC491587 c:FRS102 2021-04-01 2022-03-31 SC491587 c:AuditExempt-NoAccountantsReport 2021-04-01 2022-03-31 SC491587 c:FullAccounts 2021-04-01 2022-03-31 SC491587 c:PrivateLimitedCompanyLtd 2021-04-01 2022-03-31 SC491587 2 2021-04-01 2022-03-31 SC491587 6 2021-04-01 2022-03-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: SC491587









FEARNOCH PROPERTIES LIMITED







UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 MARCH 2022

 
FEARNOCH PROPERTIES LIMITED
REGISTERED NUMBER: SC491587

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2022

As restated
2022
2021
Note
£
£

Fixed assets
  

Investments
 5 
9,802,310
8,387,788

Investment property
 6 
4,407,374
4,165,968

  
14,209,684
12,553,756

Non Current Assets
  

Debtors : amounts falling due after more than one year
 7 
-
4,215,000

  
-
4,215,000

Current assets
  

Debtors: amounts falling due within one year
 7 
12,236,004
3,238,249

Cash and cash equivalents
 8 
175,664
825,085

  
12,411,668
4,063,334

  

Creditors: amounts falling due within one year
 9 
(22,297,224)
(18,452,251)

Net current liabilities
  
 
 
(9,885,556)
 
 
(14,388,917)

  

Net assets
  
4,324,128
2,379,839


Capital and reserves
  

Called up share capital 
 10 
104
104

Profit and loss account
 11 
4,324,024
2,379,735

  
4,324,128
2,379,839


Page 1

 
FEARNOCH PROPERTIES LIMITED
REGISTERED NUMBER: SC491587
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2022

The director considers that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 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: 




B H O'Brien
Director

Date: 27 December 2022

The notes on pages 4 to 11 form part of these financial statements.

Page 2

 
FEARNOCH PROPERTIES LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 April 2020
104
(204,465)
(204,361)


Comprehensive income for the year

Profit for the year
-
2,634,200
2,634,200


Transactions with owners

Dividends: Equity capital
-
(50,000)
(50,000)



At 1 April 2021
104
2,379,735
2,379,839


Comprehensive income for the year

Profit for the year
-
1,994,289
1,994,289


Transactions with owners

Dividends: Equity capital
-
(50,000)
(50,000)


At 31 March 2022
104
4,324,024
4,324,128


The notes on pages 4 to 11 form part of these financial statements.

Page 3

 
FEARNOCH PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

1.


General information

Fearnoch Properties Limited ("the Company") is a private company, registered and incorporated in Scotland. The company's registered office is 7 Alva Street, Edinburgh, EH2 4PH.  
The principal activity of the company was that of a property investment company.
The functional currency of the Company is Pounds Sterling as this is the currency of the primary economic environment in which the Company operates. Monetary amounts in these financial statements are rounded to the nearest £.

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies.
The following principal accounting policies have been applied:

  
2.2

Going concern

The financial statements have been prepared in accordance with the accounting principles appropriate to a going concern, as the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. 
The Company is in a net current liabilities position, however majority of the current liabilities are owed towards related parties, all of whom confirm that the loans would not be recalled unless the company has sufficient funds.

 
2.3

Revenue

Revenue represents rental income receivable and is recognised to the extent that it is probable that the economic benefits will flow to the company 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.

 
2.4

Government grants

The UK government has offered a range of financial support packages to help companies, including government backed financing arrangements, furlough schemes, deferment of VAT payments and, for some sectors, business rates holidays, Of the offered schemes, the company used the government backed financing arrangements. The grant income from has been recognised within 'Other operating income'. It is recognised when the entity has reasonable assurance that they will comply with the conditions attaching the grant, and that the grant will be received.

 
2.5

Interest income

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

Page 4

 
FEARNOCH PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

2.Accounting policies (continued)

 
2.6

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.

 
2.7

Borrowing costs

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

 
2.8

Taxation

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 reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 reporting date.

 
2.9

Investment property

Investment properties are carried at fair value determined annually by the director 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 the Statement of Income and Retained Earnings.

 
2.10

Valuation of investments

Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Page 5

 
FEARNOCH PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

2.Accounting policies (continued)

 
2.11

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.

 
2.12

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.

 
2.13

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.

 
2.14

Financial instruments

The company 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.

Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

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 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.

Page 6

 
FEARNOCH PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

2.Accounting policies (continued)


2.14
Financial instruments (continued)

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 company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position 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.

 
2.15

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

In the application of the company's accounting policies, which are described in note 2, the directors are required to make judgments, estimates and assumptions about the carrying amount of the 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, if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
The directors consider the valuation of the investment property to be a key source of estimation uncertainty. They consider the value each year, taking into account market conditions, and receive formal valuations on a regular basis.


4.


Employees

The Company has no employees other than the director, who did not receive any remuneration in the current or prior year.

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


        2022
        2021
            No.
            No.







Director
1
1

Page 7

 
FEARNOCH PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

5.


Fixed asset investments





Listed investments
Unlisted investments
Total

£
£
£



Cost or valuation


At 1 April 2021
6,076,766
2,311,022
8,387,788


Additions
589,571
499,906
1,089,477


Disposals
(337,768)
(764,350)
(1,102,118)


Foreign exchange movement
-
146,419
146,419


Revaluations
161,466
1,119,278
1,280,744



At 31 March 2022
6,490,035
3,312,275
9,802,310




The fair value of the listed investments at 31 March 2022 was £6,490,035 (2021 - £6,076,766).
The unlisted investments represent two investments in partnerships that are valued from the company's share of the capital accounts. The Partnerhips invest in private equity investments.
All gains and losses in these unlisted investments are treated as realised in the period that they arise. 


6.


Investment property


Investment property

£



Valuation


At 1 April 2021
4,165,968


Additions at cost
241,406



At 31 March 2022
4,407,374

In the opinion of the director, the net book value of properties approximates to their open market value as
at 31 March 2022.





Page 8

 
FEARNOCH PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

7.


Debtors

As restated
2022
2021
£
£

Due after more than one year

Amounts owed by related party undertakings
-
4,215,000

-
4,215,000


As restated
2022
2021
£
£

Due within one year

Trade debtors
1,440
2,063

Amounts owed by related party undertakings
9,885,068
841,935

Other debtors
2,045,431
1,941,613

Prepayments and accrued income
304,065
452,638

12,236,004
3,238,249


Within accrued income is interest of £294,183 that is due from Unbranded Finance Limited, a related party.


8.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
175,664
825,085


Page 9

 
FEARNOCH PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

9.


Creditors: Amounts falling due within one year

2022
2021
£
£

Credit facility
1,219,134
1,164,264

Trade creditors
1,408
3,799

Amounts owed to related party undertakings
20,936,197
17,088,976

Corporation tax
91,001
88,426

Other creditors
-
103,011

Accruals and deferred income
49,484
3,775

22,297,224
18,452,251


The credit facility is secured by way of a fixed charge over the investments included in fixed asset investments (note 5).


10.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



80 (2021 - 80) A Ordinary shares of £1.00 each
80
80
20 (2021 - 20) B Ordinary shares of £1.00 each
20
20
4 (2021 - 4) C Ordinary shares of £1.00 each
4
4

104

104

The A Ordinary Shares, B Ordinary Shares and C Ordinary Shares constitute separate classes of shares, but rank pari passu in all respects except dividends. The Company may, conditionally on the directors of the Company recommending such distribution, pay dividends to the holders of A Ordinary Shares, B Ordinary Shares and C Ordinary Shares on such terms and in such amounts as the directors may, in their absolute discretion, determine from time to time.



11.


Reserves

Profit & loss account

This reserve represents cumulative profits and losses.

Page 10

 
FEARNOCH PROPERTIES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

12.


Related party transactions

Advantage has been taken of the exemption provided by FRS 102 Section 33 "Related Party Transactions" whereby disclosures need not be given of transactions entered into between two members of a group, provided that the subsidiary which is a party to the transaction is wholly owned by such a member.
At the year end, the company was owed £9,323,991 (2021 - £4,654,811) from Unbranded Finance Limited. The company is related due to having a common director. The balance is unsecured, has no fixed repayment terms and is interest-bearing.
At the year end, the company was owed £475,732 (2021 - £478,335) from Cabul Road Developments LLP. The company is related due to having common shareholders and owners. The balance is unsecured, interest free and has no fixed repayment terms.
At the year end, a balance of £1,048,465 (2021 - £1,048,465) was due to Langhowe Properties Limited,  £14,812,920 (2021 - £10,932,620) was due to Holly Wood Holdings Limited, £2,561 (2021 - £6,239) was due to Cabul Road Properties LLP and £4,706,047 (2021 - £4,706,125) was due to Fearnoch Holdings Limited. These companies are related due to having common shareholders. The balances are unsecured, interest free and have no fixed repayment terms.
At the year end, Fearnoch Properties Limited was owed a balance of £13,325 (2021: £31,927 owed by the Company) from the Fearnoch Properties Ltd and Brendan O'Brien Partnership. This balance is unsecured, interest free and has no fixed repayment terms.
Other debtors (note 6) includes an amount of £132,411 (2021 - £23,156 due to (Other creditors - Note 8)) due from B H O'Brien, director of the company. The director's loan is unsecured, interest free and has no fixed repayment terms.  


13.


Controlling party

The Company is controlled by B H O'Brien, the director.

 
Page 11