Company Registration No. SC480645 (Scotland)
ST ANDREW SQUARE (PROPERTY) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
ST ANDREW SQUARE (PROPERTY) LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
ST ANDREW SQUARE (PROPERTY) LIMITED
BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
5
41,695,601
41,700,000
Investment properties
6
8,500,000
8,500,000
50,195,601
50,200,000
Current assets
Stocks
25,133
29,202
Debtors
7
2,482,710
2,369,828
Cash at bank and in hand
48,355
177,643
2,556,198
2,576,673
Creditors: amounts falling due within one year
8
(15,103,055)
(15,479,617)
Net current liabilities
(12,546,857)
(12,902,944)
Total assets less current liabilities
37,648,744
37,297,056
Creditors: amounts falling due after more than one year
9
(23,935,415)
(24,135,415)
Provisions for liabilities
(7,006,127)
(6,238,156)
Net assets
6,707,202
6,923,485
Capital and reserves
Called up share capital
10
2
2
Revaluation reserve
49,173
46,214
Profit and loss reserves
6,658,027
6,877,269
Total equity
6,707,202
6,923,485

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 1 April 2025 and are signed on its behalf by:
C J Stewart
Director
Company Registration No. SC480645
ST ANDREW SQUARE (PROPERTY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
1
Accounting policies
Company information

St Andrew Square (Property) Limited is a private company limited by shares incorporated in Scotland. The registered office is 12 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 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, modified to include the revaluation of freehold land and buildings as well as investment properties carried at valuation. The principal accounting policies adopted are set out below.

1.2
Going concern

The financial statements have been prepared on the going concern basis, notwithstanding the net current liabilities of £true12,546,857 (2023: £12,902,944 ) which the Directors believe to be appropriate for the following reasons. The Company is a subsidiary within the group headed by CSG Hotels and Apartments Limited. That group is under the control of Christopher Stewart, along with two other groups, CSG Commercial Limited and CSG Investments Limited. These groups which are involved in real estate development and investment and hotel operation manage their day to day, medium and long-term capital requirements through a combination of cash balances and inter and intra-group borrowings and external borrowings. In considering the going concern assessment of each Company, the Directors prepare forecasts which consider all the companies within their respective group due to the common financing arrangements.

As indicated in note 26 subsequent to year-end the company together with certain group and related party undertakings entered into a revised group facility agreement with RBS. The company’s allocation of the group facility provides access to £57.85m of term loan and revolving credit facilities alongside other facility participants. Financial covenants on the financing facility are cashflow cover, leverage, loan to value and loan to cost.

The net current liability position in the Company has arisen as a result of amounts owing to its parent entity, CSG Hotels and Apartments Ltd. The company’s parent has indicated that it will continue to provide financial support to the Company and will not call for the repayment of the amount owing for at least a period of 12 months from the signing of the financial statements.

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.

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
Turnover

Turnover represents amounts receivable for rent, service charges, food and beverage and is shown net of VAT and other sales related taxes.

ST ANDREW SQUARE (PROPERTY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 3 -
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values. No depreciation has been applied to the company's freehold land and buildings. The directors believe that, given the nature of the properties, the residual value is at least equal to the properties' carrying value.

 

For other assets, depreciation is recognised so as to write off the cost or valuation less their residual values over their useful lives on the following bases:

Freehold land and buildings
Not depreciated but subject to an annual revaluation exercise
Fixtures and fittings
20% - 33% straight line
Website and computer equipment
20% - 25% 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 profit and loss account.

1.5
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.

1.6
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.

1.7
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, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

ST ANDREW SQUARE (PROPERTY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 4 -
1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct costs that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the profit and loss account. Reversals of impairment losses are also recognised in the profit and loss account.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.10
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 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.

ST ANDREW SQUARE (PROPERTY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including certain creditors, bank loans and amounts due to group undertakings and related parties, 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.

1.11
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.

1.12
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.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent 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 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.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 asset are consumed.

ST ANDREW SQUARE (PROPERTY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -
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 freehold land and buildings and investment property are carried at valuation. The directors are therefore required to consider the valuations each year to ensure that this remains appropriately stated. In performing this review, the directors consider a number of factors including recent valuations of the land and buildings performed by Chartered Surveyors in accordance with RICS appraisal and valuation standards.

 

The carrying value of fixed assets at the reporting date is outlined at notes 5 and 6.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
47
41
4
Interest receivable and similar income
2024
2023
£
£
Interest receivable and similar income includes the following:
Income from shares in group undertakings
-
0
7,000,000
ST ANDREW SQUARE (PROPERTY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost or valuation
At 1 July 2023
41,679,719
1,800,540
43,480,259
Additions
-
0
3,047
3,047
Revaluation
3,946
-
0
3,946
At 30 June 2024
41,683,665
1,803,587
43,487,252
Depreciation and impairment
At 1 July 2023
-
0
1,780,258
1,780,258
Depreciation charged in the year
-
0
11,393
11,393
At 30 June 2024
-
0
1,791,651
1,791,651
Carrying amount
At 30 June 2024
41,683,665
11,936
41,695,601
At 30 June 2023
41,679,719
20,281
41,700,000

Land and buildings stated above are carried at valuation.

 

Land and buildings were independently valued in April 2023 by Savills, independent property agents not connected with the company, on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. The directors have considered this valuation in making their assessment that the carrying value at the reporting date is an accurate reflection of the fair value of the company's freehold land and buildings at this time.

If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:

2024
2023
£
£
Cost
23,608,005
23,608,005
Accumulated depreciation
-
-
Carrying value
23,608,005
23,608,005

Included within freehold land and buildings are borrowing costs of £3,474,101 (2023: £3,474,101) directly attributable to the acquisition and development of the assets.

ST ANDREW SQUARE (PROPERTY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
6
Investment property
2024
£
Fair value
At 1 July 2023 and 30 June 2024
8,500,000

The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors at the balance sheet date and informed by a valuation conducted in April 2023 by Savills, independent property agents, who are not connected with the company.

7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
251,794
119,431
Amounts owed by group undertakings
1,208,244
1,318,499
Amounts owed by related parties
290,570
128,768
Other debtors
732,102
803,130
2,482,710
2,369,828
8
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
707,851
1,115,112
Trade creditors
302,733
322,931
Amounts due to group undertakings
12,795,634
12,795,634
Amounts due to related parties
55,200
12,515
Other taxation and social security
308,273
393,230
Other creditors
933,364
840,195
15,103,055
15,479,617
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans
23,935,415
24,135,415

The company's bank loan is subject to interest and capital repayments with a termination date of June 2028. The loan is secured by standard securities, assignation of rents and a floating charge over the assets of the company.

ST ANDREW SQUARE (PROPERTY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2
11
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.
12
Financial commitments, guarantees and contingent liabilities

As a condition to the availability of the bank loan and overdraft facilities made available by The Royal Bank of Scotland plc to Lateral City Limited and St Andrew Square (Property) Limited, both related by virtue of common ownership (the “Related Group”), The Royal Bank of Scotland plc (in its capacity as Security Agent) holds a floating charge over all the assets of the Company and certain fixed charges over certain assets of the Company. Under the terms of these finance documents the Related Group must meet certain financial covenants in relation to the Related Group’s financial position. The Company’s liability in respect of these finance documents (including pursuant to the guarantees granted under these finance documents) as at 30 June 2024 amounted to £27.2m.

13
Operating lease commitments
Lessor

At the reporting end date, the company had contracted with tenants for the following minimum lease payments:

2024
2023
£
£
Within one year
333,333
567,896
Between two and five years
1,200,000
2,000,000
In over five years
2,640,000
4,098,904
4,173,333
6,666,800
ST ANDREW SQUARE (PROPERTY) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
14
Events after the reporting date

On 1 July 2024, the company acquired the trade and assets of Lady Libertine Ltd, an entity under common control, for £1.1m.

 

On 18 December 2024, the company together with certain group and related party undertakings entered into a revised group facility agreement with RBS which provided available facilities of £84.55m. The company’s allocation of the group facility provides access to £57.85m of term loan and revolving credit facilities alongside other facility participants. The facility is available to June 2028.

 

 

15
Related party transactions
Transactions with related parties

At 30 June 2024, the company's immediate and ultimate parent undertaking was CSG Hotels and Apartments Limited, a company controlled by Christopher Stewart. The registered address of CSG Hotels and Apartments Limited is 12 Hope Street, Edinburgh, EH2 4DB.

 

CSG Hotels and Apartments Limited is the smallest and largest group in which the company's results are consolidated and the accounts of CSG Hotels and Apartments Limited can be obtained from the Companies House online register at https://www.gov.uk/government/organisations/companies-house.

 

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.

 

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