Scottish Land & Estates Limited - Limited company accounts 25.1

REGISTERED NUMBER: SC257726 (Scotland)

Directors' Report and

Financial Statements for the Year Ended 31 December 2024

for

Scottish Land & Estates Limited

Page

Company Information

1

Directors' Report

2

Report of the Independent Auditors

4

Income Statement

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

S-J Laing

D E Ward

I E Channing

A G Douglas Miller

L A Laidlaw

D C Lewis

M D A Douglas-Home

L Y Buchan

M G J Upton

A G B I Cheape

A F A Orr Ewing

P J Colquhoun

REGISTERED OFFICE:

Stuart House

Eskmills Business Park

Station Road

Musselburgh

East Lothian

EH21 7PB

REGISTERED NUMBER:

SC257726 (Scotland)

SENIOR STATUTORY AUDITOR:

Jamie Younger BSc CA

INDEPENDENT AUDITORS:

Saffery LLP

9 Haymarket Square

Edinburgh

EH3 8RY

BANKERS:

Coutts & Co

8 George Street

Edinburgh

EH2 2PF

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of representing the interests of, and providing services & benefits to, the membership, being those who manage rural property or land based businesses in Scotland.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S-J Laing

D E Ward

I E Channing

A G Douglas Miller

L A Laidlaw

D C Lewis

M D A Douglas-Home

L Y Buchan

Other changes in directors holding office are as follows:

M E Tennant - resigned 29 April 2024

M G J Upton - appointed 29 April 2024

A G B I Cheape - appointed 29 April 2024

A F A Orr Ewing - appointed 29 April 2024

P J Colquhoun - appointed 29 April 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 Accounting Standards and applicable law (United Kingdom Generally Accepted Accounting Practice).

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 and loss of the company for that period. In preparing those 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Saffery LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S-J Laing - Director

27 March 2025

Independent auditors' report to the members

Opinion

We have audited the financial statements of Scottish Land & Estates Limited for the year ended 31 December 2024 which comprise the Income Statement, Statement of Financial Position, 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 31 December 2024 and 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.

Basis for opinion

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's 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.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. 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 that 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 the audit:

-

the information given in the Directors' Report for the financial year for which the financial statements are

prepared is consistent with the financial statements; and

-

the Directors' Report has been prepared in accordance with applicable legal requirements.

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 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 or 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; or

-

the directors were not entitled to prepare the financial statements in accordance with the small companies'

regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic

Report and in preparing the Directors' Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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's 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.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company's financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006, and UK Tax legislation.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner's review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above 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 would become aware of it. Also, 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 deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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.

Jamie Younger BSc CA (Senior Statutory Auditor)

for and on behalf of Saffery LLP

9 Haymarket Square

Edinburgh

EH3 8RY

28 March 2025

REVENUE

1,855,512

1,680,149

Administrative expenses

2,172,674

2,074,565

(317,162

)

(394,416

)

Other operating income

359,683

408,531

OPERATING SURPLUS

4

42,521

14,115

Income from fixed asset investments

3,101

2,515

Interest receivable and similar income

1,575

573

4,676

3,088

47,197

17,203

Interest payable and similar expenses

513

752

SURPLUS BEFORE TAXATION

46,684

16,451

Tax on surplus

5

5,460

1,755

SURPLUS FOR THE FINANCIAL YEAR

41,224

14,696

FIXED ASSETS

Property, plant and equipment

6

52,894

32,963

Investments

7

124,786

115,310

177,680

148,273

CURRENT ASSETS

Debtors

8

270,747

177,521

Cash at bank and in hand

348,759

348,124

619,506

525,645

CREDITORS

Amounts falling due within one year

9

355,008

270,446

NET CURRENT ASSETS

264,498

255,199

TOTAL ASSETS LESS CURRENT

LIABILITIES

442,178

403,472

CREDITORS

Amounts falling due after more than one

year

10

(1,867

)

(6,160

)

PROVISIONS FOR LIABILITIES

(5,175

)

(3,400

)

NET ASSETS

435,136

393,912

RESERVES

Members Support Fund

12

124,786

115,310

Income and expenditure account

12

310,350

278,602

MEMBERS' FUNDS

435,136

393,912

The financial statements have been prepared 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 27 March 2025 and were signed on its behalf by:

S-J Laing - Director

D E Ward - Director

Members

Retained

Support

Total

earnings

Fund

equity

£

Balance at 1 January 2023

269,209

110,007

379,216

Changes in equity

Total comprehensive income

9,393

5,303

14,696

Balance at 31 December 2023

278,602

115,310

393,912

Changes in equity

Total comprehensive income

31,748

9,476

41,224

Balance at 31 December 2024

310,350

124,786

435,136

1.	STATUTORY INFORMATION

Scottish Land & Estates Limited is a private company, limited by guarantee, registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

Figures within the accounts are rounded to the nearest £.

Going Concern

The UK and Scottish Governments' Programmes for Government continue to have significant implications for members and the visible and valued representative work of the organisation, along with continued high quality service provision and direct member engagement, will help to maintain the high levels of member retention and recruitment. We have renewed or continued strategic partnerships which provide ongoing income and are exploring other commercial opportunities.

We continue to see increases in input costs, especially for delivery of membership events, but these will continue to be offset by income from increased delegate ticket prices and increased sponsorship levels. We are taking steps to reduce increased employer National Insurance liability via the provision of increased salary sacrifice options. Based on the forecast and 3 year financial plan, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

Accounting estimates and key judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

Income

Membership subscriptions are recognised as income for the accounting period in which they become due and include provision for amounts not expected to be received. Membership income intended to meet specific expenditure is recognised as the relevant expenditure is incurred. Grant income intended to meet specific expenditure is recognised as the relevant expenditure is incurred. Other operating income includes donations receivable during the year. Invoiced sales of goods and services are shown net of Value Added Tax.

Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation.

Depreciation is provided to write off the cost less estimated residual value of each asset over its expected useful life as follows:

- Plant and machinery:

25% reducing balance

- Furniture & fittings:

20% straight line

- Motor vehicles:

25% reducing balance

- Computer equipment:

25% straight line

- Improvements to property:

Over the term of the lease

From 1 January 2024 the method for the calculation of the depreciation for the improvements to property has changed from 25% reducing balance to over the term of the lease.

The effect of the change in accounting policy has been as follows:

- The depreciation calculated on improvements to property has been recalculated from £2,020 under the original

accounting policy to £5,262 under the revised policy, representing an increase of £3,242;

- The closing net book value would have been stated as £16,982 under the original accounting policy and

would have been £14,136 had the amended accounting policy always been applied.

Gain/Loss on sale of tangible fixed assets

Gains or losses on disposals of tangible fixed assets are taken to the income and expenditure account.

Impairment of tangible fixed assets

At each reporting date, the carrying values of intangible and tangible fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment. If any such indicators exist, the recoverable amount of that asset is estimated. If the carrying value exceeds the estimated recoverable amount, an impairment loss is recognised in the profit and loss account. Prior impairments are also reviewed possible reversal at each reporting date.

For the purposes of impairment testing, where it is not possible to estimate the recoverable amount of individual assets, the company estimates the recoverable amount of the cash-generating unit to which the

belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset generates cash inflows that are largely independent of the cash inflows from other assets or group of assets.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument.

Financial assets

Basic financial assets include trade and other debtors, prepayments and accrued income, and cash and bank balances. These are initially measured at transaction price and are subsequently measured at amortised cost using the effective interest rate method, if applicable, and are assessed for impairment at the end of each reporting date. Financing transactions are recognised at the present value of future payments discounted at a market rate of interest.

Financial liabilities:

Basic financial liabilities include trade and other creditors, and accruals and deferred income. These are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument will be measured at the present value of future payments discounted at a market rate of interest. Any debt instrument would then subsequently be held at amortised cost, using the effective interest rate method.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Taxation

Taxation for the year comprises current and deferred tax. Tax is provided on realised gains and income from investments and on commission.

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the income and expenditure account on a straight-line basis over the lease term.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Investments

Investments are stated at fair value. Gains and losses on disposal are taken to the income and expenditure account. Unrealised gains or losses on revaluation are also taken to the income and expenditure account.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 28 (2023 - 29 ) .

31/12/24

31/12/23

£

Directors' remuneration and fees

176,261

175,055

Directors' pension contributions

11,244

6,500

Other benefits

14,257

8,398

201,762

189,953

One director (2023: one) has retirement benefits accruing in respect of money purchase pension scheme arrangements.

4.	OPERATING SURPLUS

The operating surplus is stated after charging:

31/12/24

31/12/23

£

Depreciation - owned assets

10,070

5,704

Auditors' remuneration

6,150

5,800

5.

TAXATION

Analysis of the tax charge

The tax charge on the surplus for the year was as follows:

31/12/24

31/12/23

£

Current tax:

UK corporation tax

3,685

915

Deferred tax

1,775

840

Tax on surplus

5,460

1,755

6.	PROPERTY, PLANT AND EQUIPMENT

Improvements

to

tenanted

Plant and

Furniture

properties

machinery

& fittings

£

COST

At 1 January 2024

34,893

2,826

6,889

Additions

14,500

-

14,044

Disposals

-

(255

)

At 31 December 2024

49,393

2,826

20,678

DEPRECIATION

At 1 January 2024

30,391

2,418

5,841

Charge for year

5,262

102

870

At 31 December 2024

35,653

2,520

6,711

NET BOOK VALUE

At 31 December 2024

13,740

306

13,967

At 31 December 2023

4,502

408

1,048

Motor

Computer

vehicles

equipment

Totals

£

COST

At 1 January 2024

30,710

109,439

184,757

Additions

-

6,500

35,044

Disposals

-

(255

)

At 31 December 2024

30,710

115,939

219,546

DEPRECIATION

At 1 January 2024

11,558

101,586

151,794

Charge for year

4,788

3,836

14,858

At 31 December 2024

16,346

105,422

166,652

NET BOOK VALUE

At 31 December 2024

14,364

10,517

52,894

At 31 December 2023

19,152

7,853

32,963

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Motor

vehicles

£

COST

At 1 January 2024

and 31 December 2024

30,710

DEPRECIATION

At 1 January 2024

11,558

Charge for year

4,788

At 31 December 2024

16,346

NET BOOK VALUE

At 31 December 2024

14,364

At 31 December 2023

19,152

7.	FIXED ASSET INVESTMENTS

Listed

investments

£

COST OR VALUATION

At 1 January 2024

115,310

Additions

29,714

Disposals

(29,577

)

Revaluations

9,339

At 31 December 2024

124,786

NET BOOK VALUE

At 31 December 2024

124,786

At 31 December 2023

115,310

Cost or valuation at 31 December 2024 is represented by:

Listed

investments

£

Valuation in 2024

27,238

Cost

97,548

124,786

The fixed asset investments is the Members Support Fund reserve as shown in the statement of changes in equity.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

Trade debtors

229,884

146,557

Other debtors

8,870

850

Prepayments and accrued income

31,993

30,114

270,747

177,521

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

Hire purchase contracts (see note 11)

4,292

4,038

Trade creditors

58,886

54,662

Corporation tax

2,836

885

Social security and other taxes

31,786

31,386

VAT

22,450

623

Other creditors

11,370

250

Deferred income

202,007

169,700

Accrued expenses

21,381

8,902

355,008

270,446

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE

YEAR

31/12/24

31/12/23

£

Hire purchase contracts (see note 11)

1,867

6,160

11.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts

31/12/24

31/12/23

£

Net obligations repayable:

Within one year

4,292

4,038

Between one and five years

1,867

6,160

6,159

10,198

Non-cancellable operating

leases

31/12/24

31/12/23

£

Within one year

47,952

19,410

Between one and five years

138,019

7,421

In more than five years

140,400

-

326,371

26,831

The operating lease for Stuart House - HQ was agreed again in April 2024 for 10 years until April 2034.

12.

RESERVES

Income

and

Members

expenditure

Support

account

Fund

Totals

£

At 1 January 2024

278,602

115,310

393,912

Surplus for the year

41,224

Transfers

(9,476

)

9,476

-

At 31 December 2024

310,350

124,786

435,136

13.	PENSION COMMITMENTS

The company contributes to defined contribution pension schemes. The assets of the schemes are held separately from those of the company and the schemes are administered independently. The pension cost charge represents contributions payable by the company to the funds and amounts to £65,394 (2023: £45,848).

14.	RELATED PARTY DISCLOSURES

The non-executive directors are all members or representatives of members, with whom the company deals on an arm's-length basis.

15.	LIMITED BY GUARANTEE

In the event of winding up or dissolution of the company, under the terms of the guarantee the liability of each member shall be limited to £1.