Company Registration No. SC436357 (Scotland)
CSG GLASGOW LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
PAGES FOR FILING WITH REGISTRAR
CSG GLASGOW LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
CSG GLASGOW LIMITED
BALANCE SHEET
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
41,885,874
35,219,067
Current assets
Debtors
4
7,188,948
7,345,097
Cash at bank and in hand
53,557
319,671
7,242,505
7,664,768
Creditors: amounts falling due within one year
5
(18,384,665)
(15,516,495)
Net current liabilities
(11,142,160)
(7,851,727)
Total assets less current liabilities
30,743,714
27,367,340
Creditors: amounts falling due after more than one year
6
(30,671,632)
(27,295,258)
Provisions for liabilities
(71,081)
(71,081)
Net assets
1,001
1,001
Capital and reserves
Called up share capital
9
1
1
Profit and loss reserves
1,000
1,000
Total equity
1,001
1,001
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
A J Aiton
Director
Company Registration No. SC436357
CSG GLASGOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -
1
Accounting policies
Company information
CSG Glasgow Limited is a private company limited by shares incorporated in Scotland. The registered office is Chris Stewart Group, The Tower, 7 Advocate's Close, EDINBURGH, EH1 1ND.
1.1
Accounting convention
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. The principal accounting policies adopted are set out below.
Under section 1A Small Entities of FRS 102 the company is not required to prepare a cash flow statement.
1.2
Going concern
The financial statements have been prepared on the going concern basis, notwithstanding the net current liabilities of £true11,142,160 (2022: £7,851,727) which the Directors believe to be appropriate for the following reasons.
The Directors have prepared these forecasts for a period in excess of 12 months from the date of signing the financial statements. They are based on management’s latest assumptions including occupancy rates, average daily rate and staff costs. The forecasts have been prepared with reference to latest actual trading results as well as seeking to model the impact of severe but plausible downside risks.
The forecasts for this company assume that its creditors under common control of the ultimate controlling party, Christopher Stewart, will not withdraw amounts forwarded to it.This has been confirmed in writing by those parties.
Following its commencement of trade in November 2023, the Company is now an operator of short-stay hotel rooms and a licensed restaurant operator in Glasgow, the outlook for 2025 looks broadly positive with Glasgow benefiting from greater international visitation. Its growing international reputation coupled with the city’s appeal to domestic visitors continue to support the hospitality industry. The Company is equally well-placed to benefit from the regularity of significant events in Glasgow which have a positive influence on the tourism and hospitality sector all year round.
Based on the Company’s forecast and projections, the Directors have a reasonable expectation that the Company will have adequate resources to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
1.3
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
Not depreciated
Freehold land and buildings represent assets in the course of construction which are not depreciated.
CSG GLASGOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 3 -
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 the profit and loss account.
1.4
Borrowing costs related to fixed assets
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in the profit and loss account in the period in which they are incurred.
1.5
Impairment of fixed assets
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 the profit and loss account.
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 the profit and loss account.
1.6
Cash at bank and in hand
Cash at bank and in hand are basic financial assets and include cash in hand and deposits held at call with banks.
1.7
Financial instruments
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 balance sheet 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.
CSG GLASGOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include certain debtors 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.
Impairment of financial assets
Financial assets 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 the profit and loss account.
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 the profit and loss account.
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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including certain creditors and loans from fellow group companies, 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 receipts 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.
1.8
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.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
CSG GLASGOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 5 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets' fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
2
Judgements and key sources of estimation uncertainty
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.
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.
Carrying Value of Fixed Assets
The company's assets under construction are carried at valuation. The directors are therefore required to consider the valuation each year to ensure that this remains appropriately stated.
The carrying value of fixed assets at the reporting date is outlined in note 3.
CSG GLASGOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 6 -
3
Tangible fixed assets
Land and buildings
£
Cost
At 1 July 2022
35,219,067
Additions
6,666,807
At 30 June 2023
41,885,874
Depreciation and impairment
At 1 July 2022 and 30 June 2023
Carrying amount
At 30 June 2023
41,885,874
At 30 June 2022
35,219,067
Sale and Leaseback
During the year ended 30 June 2020, the Company entered into a sale and leaseback agreement, secured on its property. Under this agreement, the property is subject to ongoing rental obligations over a period of 150 years, with the option to repurchase the site for £1 at the end of the lease agreement. In accordance with FRS 102 Chapter 20, the property continues to be recognised on balance sheet at cost as if the sale and leaseback had not occurred.
These transactions are accounted for as financing arrangements and rent payable is capitalised as part of the development cost. Rent payable is subject to annual inflationary increases linked to RPI.
Included within freehold land and buildings is borrowing costs of £2,900,547 (2022: £1,308,032) directly attributable to the acquisition and development of the assets.
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
867
Amounts owed by group undertakings
1,183,704
1,193,597
Amounts owed by related parties
5,864,999
5,864,999
Other debtors
139,378
286,501
7,188,948
7,345,097
CSG GLASGOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 7 -
5
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
5,417,037
Obligations under finance leases
7
8,069
7,870
Trade creditors
425,739
1,122,276
Amounts owed to group undertakings
9,828,700
12,628,830
Taxation and social security
5,431
Other creditors
115,698
Accruals and deferred income
2,583,991
1,757,519
18,384,665
15,516,495
Amounts owed to group undertakings are interest free and repayable on demand.
6
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans and overdrafts
18,700,000
15,315,557
Obligations under finance leases
7
11,971,632
11,979,701
30,671,632
27,295,258
Bank loans and overdrafts above are secured by standard securities and a bond and floating charge over the assets of the company.
7
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£
£
Within one year
319,750
316,584
In two to five years
1,311,297
1,298,314
In over five years
103,431,709
103,764,443
105,062,756
105,379,341
Less: future finance charges
(93,083,055)
(93,391,770)
11,979,701
11,987,571
Analysis of amounts due in over five years
Repayable between five and ten years
1,714,247
1,697,274
Repayable between ten and twenty years
3,695,285
3,658,698
Repayable between twenty and fifty years
13,571,529
13,437,157
Repayable in more than fifty years
84,450,648
84,971,314
103,431,709
103,764,443
CSG GLASGOW LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 8 -
8
Retirement benefit schemes
Defined contribution schemes
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totaling £1,925 (2022: £nil) were payable to the fund at the year end and are included in creditors.
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was James Hamilton and the auditor was Johnston Carmichael LLP.
11
Events after the reporting date
During the year ended 30 June 2020, the company entered into a sale and leaseback agreement secured on its property. Under this agreement, the property is subject to ongoing rental obligations over a period of 150 years, with the option to repurchase the site for £1 at the end of lease agreement. Proceeds received post year end from this agreement amounted to £7,222,000. These proceeds were utilised to settle the outstanding finance obligation with regards to the RBS bridging loan post year end with final settlement during December 2023
12
Related party transactions
Transactions with related parties
During the year, CSG Glasgow recharged CSG Martha Street £3,200 (2022: £395,385) in relation to development costs. As at 30 June 2023 £nil (2022: £nil) was outstanding.
As at 30 June 2023 £5,864,999 (2022: £5,864,999) was due from Martha Street Holdco Limited.
The company has taken advantage of the exemption available in FRS 102 Section 1A whereby it has not disclosed transactions with the immediate parent company or any wholly owned subsidiary undertaking of the group.
13
Parent company
As at 30 June 2023, the immediate and ultimate parent company and the smallest and largest group in which the results are consolidated is CSG Commercial Limited, a company whose registered office is 12 Hope Street, Edinburgh, EH2 4DB. The accounts of CSG Commercial Limited can be obtained from the Companies House online register at https://www.gov.uk/government/organisations/companies-house. The ultimate controlling party is Christopher Stewart.
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