Company Registration No. SC385604 (Scotland)
CSG PROJECTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
CSG PROJECTS LIMITED
COMPANY INFORMATION
Directors
C J Stewart
A J Aiton
T M G Allen
(Appointed 5 August 2022)
Secretary
Davidson Chalmers Stewart (Secretarial Services) Limited
Company number
SC385604
Registered office
12 - 16 Hope Street
EDINBURGH
EH2 4DB
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
CSG PROJECTS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 27
CSG PROJECTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 1 -
The directors present the strategic report for the year ended 30 June 2023.
Fair review of the business
The directors were satisfied with the performance of the Company despite a fall in project management fees as developments were completed and new projects were slightly delayed. This combined with inflationary cost increases contributed to an operating loss for the year.
Profit for the year has increased significantly due to dividends being received from subsidiary companies, administrative costs being controlled and interest receivable increasing in the year due to the base rate increases.
Principal risks and uncertainties
The principal risks and uncertainties affecting the Company include the following:
Political risk: the Company continues to monitor the implications of the UK’s exit from the European Union and the effect this is having on construction costs and labour availability on the projects it is managing.
Economic risk: increases in costs due to supplier price increases, labour shortages, the changing energy markets and rising inflation pose significant challenges to the Company. The ability of the wider group to source development opportunities is key to the future prospects of the company as a development manager.
Environmental risk: further developments in environmental awareness, compliance and additional reporting requirements can result in changes to development designs and have cost impacts. The Company continues to monitor updates in this sector and ensure these are incorporated into future developments and group trading companies.
Development and performance
Key areas of strategic development and performance of the Company include:
Competitive advantage: the Company continues to focus on areas where is has a competitive advantage in the property development market. It has specialist expertise in regenerating listed buildings in prime city centre locations and can take on projects that other companies do not have the experience of.
Partnerships: the Company is open to building relationships with current and new partners in order to ensure new development opportunities are seized when presented.
Key performance indicators
The Company monitors key financial performance indicators across all development sites and Companies across the group in order to maximise performance. These include, return on investment, internal rate of return and debt service coverage.
These performance measures are reviewed initially at project appraisal stages to determine if a new development achieves the required level of return and then throughout the life of the project.
The oversight of the group trading companies involves keen focus on the standard hospitality KPIs such as Occupancy, Average Daily Rate (ADR) and Revenue Per Available Room (RevPAR).
CSG PROJECTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -
A J Aiton
Director
24 October 2024
CSG PROJECTS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -
The directors present their annual report and financial statements for the year ended 30 June 2023.
Principal activities
The principal activity of the company continued to be the sourcing of development opportunities and subsequent project management of group and joint venture property developments. In addition, it acts as asset manager for all investment property and oversees the performance of all trading companies in the group under common control.
Results and dividends
The results for the year are set out on page 10.
Ordinary dividends were paid amounting to £4,000,000 (2022: £nil). The directors do not recommend payment of a further dividend (2022: £nil).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
C J Stewart
A J Aiton
T M G Allen
(Appointed 5 August 2022)
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Auditor
Johnston Carmichael LLP were appointed as auditor to the company during the year and are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Future developments
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going Concern
At the time of approving the financial statements, the directors have reviewed cash flow forecasts and have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
CSG PROJECTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 4 -
On behalf of the board
A J Aiton
Director
24 October 2024
CSG PROJECTS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
- 5 -
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
CSG PROJECTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CSG PROJECTS LIMITED
- 6 -
Opinion
We have audited the financial statements of CSG Projects Limited (“the company”) for the year ended 30 June 2023, which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
Give a true and fair view of the state of the company’s affairs as at 30 June 202 and of its profit for the year then ended;
Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
Have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report the fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
CSG PROJECTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CSG PROJECTS LIMITED
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
Adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
The financial statements are not in agreement with the accounting records and returns; or
Certain disclosures of Directors' remuneration specified by law are not made; or
We have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' responsibilities statement set out on page 5, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit is considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
CSG PROJECTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CSG PROJECTS LIMITED
- 8 -
Extent to which the audit is considered capable of detecting irregularities, including fraud (continued)
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing the level of and reasoning behind the company's procurement of legal and professional services;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
Agreeing a sample of monthly income receipts to invoice and bank statements;
Completion of appropriate checklists and use of our experience to assess the company's compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
CSG PROJECTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CSG PROJECTS LIMITED
- 9 -
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
James Hamilton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
24 October 2024
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
CSG PROJECTS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
- 10 -
2023
2022
£
£
Turnover
3
1,919,833
2,020,349
Cost of sales
(40,081)
(15,200)
Gross profit
1,879,752
2,005,149
Administrative expenses
(2,166,214)
(2,110,432)
Other operating income
885
59,516
Operating loss
(285,577)
(45,767)
Income from shares in group undertakings
7
12,836,217
125,000
Other interest receivable and similar income
7
32,212
1,127
Profit before taxation
12,582,852
80,360
Tax on profit
8
(83,312)
720
Profit for the financial year
12,499,540
81,080
There were no items of other comprehensive income in the current or prior year.
CSG PROJECTS LIMITED
BALANCE SHEET
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
10
15,242
17,252
Tangible assets
11
33,913
28,335
Investments
12
482,850
482,850
532,005
528,437
Current assets
Debtors
14
10,677,499
21,518,065
Cash at bank and in hand
268,060
691,783
10,945,559
22,209,848
Creditors: amounts falling due within one year
15
(4,804,675)
(24,564,936)
Net current assets/(liabilities)
6,140,884
(2,355,088)
Net assets/(liabilities)
6,672,889
(1,826,651)
Capital and reserves
Called up share capital
18
100
100
Profit and loss reserves
19
6,672,789
(1,826,751)
Total equity
6,672,889
(1,826,651)
The financial statements were approved by the board of directors and authorised for issue on 24 October 2024 and are signed on its behalf by:
A J Aiton
Director
Company Registration No. SC385604
CSG PROJECTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 July 2021
100
(1,907,831)
(1,907,731)
Year ended 30 June 2022:
Profit and total comprehensive income for the year
-
81,080
81,080
Balance at 30 June 2022
100
(1,826,751)
(1,826,651)
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
12,499,540
12,499,540
Dividends
9
-
(4,000,000)
(4,000,000)
Balance at 30 June 2023
100
6,672,789
6,672,889
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 13 -
1
Accounting policies
Company information
CSG Projects Limited is a private company limited by shares incorporated in Scotland. The registered office is 12 - 16 Hope Street, EDINBURGH, EH2 4DB.
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.
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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of CSG Commercial Limited. These consolidated financial statements are available from its registered office, 12 Hope Street, Edinburgh, EH2 4DB.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
At the time of approving the financial statements, the directors have reviewed cash flow forecasts and have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements. true
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and trade discounts.
Revenue from the provision of project management services is recognised when the services have been performed.
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 14 -
1.4
Intangible fixed assets other than goodwill
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Trademarks
10% straight line
1.5
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:
Plant and equipment
33% straight line
Furniture and fittings
20% straight line
Computer equipment
25% - 33% straight line
Website
25% - 33% straight line
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 statement of comprehensive income.
1.6
Fixed asset investments
Interests in subsidiaries 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 the statement of comprehensive income.
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.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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 statement of comprehensive income.
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 statement of comprehensive income.
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 15 -
1.8
Cash at bank and in hand
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.9
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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances and amounts due from group undertakings and related parties, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method.
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 statement of comprehensive income.
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 statement of comprehensive income.
Derecognition 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 company 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 company after deducting all of its liabilities.
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 16 -
Basic financial liabilities
Basic financial liabilities, including trade and other creditors and amounts due to group undertakings and related parties, are initially recognised at transaction price.
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. Creditors 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
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.
1.11
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 statement of comprehensive income 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.
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 statement of comprehensive income, 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.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
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.
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 17 -
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income 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 leased assets are consumed.
1.15
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants are recognised in accordance with the accruals model. Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
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.
Amounts due from group undertakings and related parties
Amounts owed from group undertakings and related parties are stated in the accounts at their transaction price less any appropriate provision for irrecoverable amounts. In determining if a provision is required, the directors exercise judgement, considering any specific indicators that the recoverability of the balance may be in doubt.
Details of amounts owed to the company from group and related parties is outlined at note 14.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2023
2022
£
£
Turnover analysed by class of business
Project management and consultancy services
1,919,833
2,020,349
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
3
Turnover and other revenue
(Continued)
- 18 -
2023
2022
£
£
Other significant revenue
Interest income
32,212
1,127
Dividends received
12,836,217
125,000
Grants received
-
59,516
Sundry income
885
-
4
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Government grants
-
(59,516)
Fees payable to the company's auditor for the audit of the company's financial statements
6,500
5,000
Depreciation of owned tangible fixed assets
17,189
14,081
(Profit)/loss on disposal of tangible fixed assets
(224)
87
Amortisation of intangible assets
2,010
2,010
Operating lease charges
32,175
32,175
During the year, the company received no Government assistance (2022: £52,891 from the Job Retention Scheme and £6,625 from other grants).
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Administration
19
19
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
1,308,731
1,197,837
Social security costs
155,730
156,603
Pension costs
66,239
54,865
1,530,700
1,409,305
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 19 -
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
304,746
260,000
Company pension contributions to defined contribution schemes
11,871
5,750
316,617
265,750
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2022 - 2).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
107,394
200,000
Company pension contributions to defined contribution schemes
5,063
4,250
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
32,212
1,127
Income from fixed asset investments
Income from shares in group undertakings
12,836,217
125,000
Total income
12,868,429
126,127
Disclosed on the statement of comprehensive income as follows:
Income from shares in group undertakings
12,836,217
125,000
Other interest receivable and similar income
32,212
1,127
8
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
83,312
Deferred tax
Origination and reversal of timing differences
(720)
Total tax charge/(credit)
83,312
(720)
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
8
Taxation
(Continued)
- 20 -
The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
12,582,852
80,360
Expected tax charge based on the standard rate of corporation tax in the UK of 20.50% (2022: 19.00%)
2,579,485
15,268
Tax effect of expenses that are not deductible in determining taxable profit
24,528
11,252
Tax effect of income not taxable in determining taxable profit
(2,630,897)
(23,750)
Change in unrecognised deferred tax assets
32,674
(7,421)
Adjustments in respect of prior years
83,312
Effect of change in corporation tax rate
(5,887)
1,608
Group relief
2,306
Fixed asset differences
(571)
(40)
Other differences
668
57
Taxation charge/(credit) for the year
83,312
(720)
A change in the UK Corporation tax rate to 25% took effect from 1 April 2023. This change has had a consequential effect on the company's tax charge with the standard rate of tax in the current year reflective of a marginal tax rate arising from the company's period straddling the 19% and 25% tax rates. Deferred tax has been calculated at 25%.
9
Dividends
2023
2022
£
£
Interim paid
4,000,000
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 21 -
10
Intangible fixed assets
Trademarks
£
Cost
At 1 July 2022 and 30 June 2023
20,100
Amortisation and impairment
At 1 July 2022
2,848
Amortisation charged for the year
2,010
At 30 June 2023
4,858
Carrying amount
At 30 June 2023
15,242
At 30 June 2022
17,252
11
Tangible fixed assets
Plant and equipment
Furniture and fittings
Computer equipment
Website
Total
£
£
£
£
£
Cost
At 1 July 2022
58,891
72,308
6,660
137,859
Additions
4,680
19,334
24,014
Disposals
(1,655)
(1,655)
At 30 June 2023
4,680
58,891
89,987
6,660
160,218
Depreciation and impairment
At 1 July 2022
44,696
58,168
6,660
109,524
Depreciation charged in the year
954
5,477
10,758
17,189
Eliminated in respect of disposals
(408)
(408)
At 30 June 2023
954
50,173
68,518
6,660
126,305
Carrying amount
At 30 June 2023
3,726
8,718
21,469
33,913
At 30 June 2022
14,195
14,140
28,335
12
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
13
482,850
482,850
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
12
Fixed asset investments
(Continued)
- 22 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 July 2022 & 30 June 2023
6,127,925
Impairment
At 1 July 2022 & 30 June 2023
5,645,075
Carrying amount
At 30 June 2023
482,850
At 30 June 2022
482,850
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 23 -
13
Subsidiaries
Details of the company's subsidiaries at 30 June 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
M & P (P) Limited
See below
Non-trading
Ordinary
100.00
-
West Reg. Street (Claim) Limited
See below
Non-trading
Ordinary
100.00
-
West Reg. Street (Property) Limited
See below
Non-trading
Ordinary
100.00
-
St Andrew Square (Property) Holdco Limited
See below
Holding company
Ordinary
100.00
-
FMLY Limited
See below
Provision of building services
Ordinary
100.00
-
Devil's Advocate Limited
See below
Operation of licenced bar and restaurant
Oridnary
87.75
-
Bon V Limited
See below
Operation of licenced bar and restaurant
Ordinary
-
87.75
Lady Libertine Ltd
See below
Operation of licenced bar and restaurant
Ordinary
-
87.75
Bacchus&Liber Ltd
See below
Wine and spirit merchant
Ordinary
-
87.75
El Cartel Mexicana Ltd
See below
Operation of licenced bar and restaurant
Ordinary
-
87.75
BVG Management Limited
See below
Dormant
Ordinary
87.75
-
Roxburgh's Court Limited
See below
Operation of licenced bar and restaurant
Ordinary
87.75
-
The registered office of BVG Management Limited, Roxburgh's Court Limited, St Andrew Square (Property) Holdco Limited and FMLY Limited is The Tower, 7 Advocate's Close, Edinburgh, EH1 1ND.
The registered office of Devil's Advocate Limited and Bon V Limited is 9 Advocate's Close, Edinburgh, EH1 1ND.
The registered office of Lady Libertine Ltd and El Cartel Mexicana Ltd is 3 Warristons Close, Edinburgh, EH1 1PG.
The registered office of Bacchus&Liber Ltd is 51 Thistle Street, Edinburgh, EH2 1DY.
The registered office of all remaining subsidiary undertakings is 12 Hope Street, Edinburgh, EH2 4DB.
On 26 September 2023, M & P (P) Limited, West Reg. Street (Claim) Limited and St Andrew Square (Property) Holdco Limited were dissolved.
On 2 January 2024, West Reg. Street (Property) Limited was dissolved.
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 24 -
14
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
4,226,395
15,187,271
Amounts owed by related parties
4,338,335
4,910,444
Other debtors
10,256
122,875
Prepayments and accrued income
2,102,513
1,297,475
10,677,499
21,518,065
Amounts owed by group undertakings and amounts owed by related parties are interest free and repayable on demand.
15
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
191,873
24,712
Amounts due to group undertakings
31,041
12,782,051
Amounts due to related parties
2,573,637
10,497,587
Corporation tax
83,312
Other taxation and social security
78,547
72,214
Other creditors
1,846,265
1,188,372
4,804,675
24,564,936
Amounts due to group undertakings and amounts due to related parties are interest free and repayable on demand.
16
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
(2,236)
2,411
Tax losses
(1,110)
(1,110)
Short term timing differences
3,346
(1,301)
-
-
There were no deferred tax movements in the year.
The company had estimated tax losses of £475,300 (2022: £125,000) available for carry forward against future trading profits.
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 25 -
17
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
66,239
54,865
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 £13,624 (2022: £8.539) were payable to the fund at the year end and are included in creditors.
18
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
19
Profit and loss reserves
Profit and loss reserves represent the total comprehensive income/(expenditure) for the year and prior periods less dividends paid.
20
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
44,565
33,000
Between two and five years
193,680
8,250
In over five years
254,205
492,450
41,250
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 26 -
21
Directors' transactions
During the year, the following amounts were advanced by/(repaid to) company directors:
Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Directors' loans
-
-
1,016,483
(27,974)
988,509
-
1,016,483
(27,974)
988,509
22
Related party transactions
As at 30 June 2023, the immediate and ultimate parent company and the 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.
Services totalling £nil (2022: £92,000) were provided by Chris Stewart Associates LLP. An amount of £52,049 (2022: £116,443) is due to Chris Stewart Associates LLP as at 30 June 2023.
During the year, services of £nil (2022: £82,200) were provided to Lateral City Limited. Amounts totalling £1,461,142 (2022: £733,239) were repaid by Lateral City Limited. As at 30 June 2023, an amount of £10,618 (2022: £1,450,524 due from) was due to Lateral City Limited.
During the year Rent of £33,000 (2022: £33,000) was charged by Urbanite Investments Limited. Urbanite Investments Limited was repaid £72,029 (2022: £nil) by CSG Projects Limited. As at 30 June 2023, an amount of £nil (2022: £72,029) was due to Urbanite Investments Limited.
During the year, services of £nil (2022: £388) were provided to Crisp Investment Limited. Amounts totalling £574,836 (2022: £nil) were repaid to Crisp Investment Limited. At 30 June 2023, £28,268 (2022: £603,104) was due to Crisp Investment Limited.
During the year CSG Investments Limited was repaid £nil (2022: £26,480) by CSG Projects Limited. At 30 June 2023, £942,758 (2022: £942,758) was due to CSG Investments Limited.
During the year CSG Hotels and Apartments Limited advanced £1,300,000 (2022: £99,036 was advanced by) to CSG Projects Limited. At 30 June 2023, £1,101,132 (2022: £198,868 due from) was due to CSG Hotels and Apartments Limited.
During the year, amounts totalling £8,324,441 (2022: £5,503,147 advanced by) were repaid to CSG Baxter’s Place Holdings Limited. At 30 June 2023, £438,812 (2022: £8,763,253) was due to CSG Baxter’s Place Holdings Limited.
During the year, CSG Projects loaned £500,675 (2022: £830,500) to CSG Hamilton Place Limited. At 30 June 2023, £1,369,175 (2022: £868,500) remained outstanding.
During the year, CSG Projects loaned Martha Street Holdco Limited £141,500. This remained outstanding at year end.
CSG PROJECTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
22
Related party transactions
(Continued)
- 27 -
During the year, CSG Projects provided services of £337,500 (2022: £337,500) to CSG Martha Street Limited. At 30 June 2023, £34,634 (2022: £nil) was due from CSG Martha Street Limited.
During the year, CSG Projects repaid £1,162,056 to St Andrew Square (Property) Limited and recharged services of £29,223. At 30 June 2023, £1,586 (£1,162,056 due to) was due from St Andrew Square (Property) Limited.
During the year, CSG Projects provided consultancy services of £6,087 (2022: £60,000) to Devil’s Advocate Limited. At 30 June 2023 £22,182 (2022: £17,655) was outstanding.
During the year, CSG Projects loaned £35,000 to Bon V Limited. This remained outstanding at year end.
During the year, CSG Projects recharged £356,250 (2022: £69,841) in relation to development management services to CSG Queensferry Limited. At 30 June 2023 £nil (2022: £700) remained outstanding.
During the year, CSG Projects lent Glenample Ltd £290,578 (2022: £1,335,851). At 30 June 2023, £1,626,429 (2022: £1,335,851) remained outstanding.
During the year, CSG Projects lent Inverleith Place Ltd £109,011 (2022: £1,056,000). At 30 June 2023, £1,165,011 (2022: £1,056,000) remained outstanding.
The company has taken advantage of disclosure exemptions available under Section 33 of FRS 102 whereby it has not disclosed transactions entered into with any wholly-owned subsidiary of the group.
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