ACCOUNTS - Final Accounts

Creditors: Amounts falling due within one year

As restated

Company Registration Number: SC454422

MEREACRE LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

MEREACRE LIMITED

REGISTERED NUMBER: SC454422

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		As restated
	2024	2023
Note	£	£

Fixed assets
Tangible assets	4		-		397,239
Investment property	5		2,005,000		2,005,000
			2,005,000		2,402,239
Current assets
Debtors: amounts falling due within one year	6	196,285		153,456
		196,285		153,456
Creditors: amounts falling due within one year	7	(2,992,630)		(2,974,185)
Net current liabilities			(2,796,345)		(2,820,729)
Total assets less current liabilities			(791,345)		(418,490)

Net liabilities			(791,345)		(418,490)

Capital and reserves
Called up share capital	8	1	1
Investment property reserve	9	570,000	570,000
Profit and loss account	9	(1,361,346)	(988,491)
		(791,345)	(418,490)

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MEREACRE LIMITED

REGISTERED NUMBER: SC454422

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The Directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006.

The members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Lynn Mortimer

Director

Date: 26 September 2025

The notes on pages 3 to 11 form part of these financial statements.

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MEREACRE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Mereacre Limited is a private company, limited by shares, registered in Scotland. The Company's registration number is SC454422 and the registered office address is 3rd Floor, 11 Royal Exchange Square, Glasgow, G1 3AJ.
The principal activity of the Company in the year under review was that of a property rental company.
These financial statements have been presented in pounds sterling, rounded to the nearest pound, as this is the currency of the primary economic environment in which the entity operates.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Going concern

In preparing of these financial statements, the Directors of the Company have given careful consideration to current and anticipated future solvency requirements of the Company and its ability to continue as a going concern for at least twelve months from the date of issue of these financial statements.
The Directors have prepared the financial statements on a going concern basis, notwithstanding the impact of hybrid working in the post COVID-19 era, net current liabilities of £2,796,345 (2023 - £2,820,729) as at 31 December 2024, a loss excluding property revaluations for the 12 month period then ended of £372,855 (2023 – profit of £56,564) for the following reasons.
As at the date of this report and opinion, there continues to be the residual impact of hybrid working on the economic performance of Glasgow and the city centre, however there are currently signs of an increase in office occupation with a number of large employers reducing hybrid working which should have a positive impact on the estate.
Looking to the future, the Ediston RES Limited Group contains significant high quality real estate assets. The redevelopment post Covid of these assets has commenced. Citation Wedding and Events is in its third full year of trading and continues to progress. The letting of 23-29 Royal Exchange Square / 74 Buchanan Street is now delivering rental receipts which underpin the value of the asset. The Directors expect the further development of the estate to occur in 2025-26 which will allow the Ediston (RES) Limited Group to meet its objective of achieving the most economically efficient and profitable way forward.

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MEREACRE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

Going concern (continued)

As with any company placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. Whilst the Directors cannot envisage all possible circumstances that may impact the Company in the future, they believe that taking account of the forecasts, available cash resources and including the financial support from the groups owners and funders, the Company will have sufficient resources to meet all ongoing working capital and committed capital expenditure requirements as they fall due.
Based on the above, the Directors believe that at the date of signing these financial statements that it remains appropriate to prepare the financial statements on a going concern basis. However, these circumstances represent a material uncertainty that may cast significant doubt upon the Company’s ability to continue as a going concern and, therefore, to continue realising its assets and discharging its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

2.3

Revenue

Rental income is recognised to the extent that it is probable that the economic benefits will flow to the Company and the income can be reliably measured over the period of the lease. Income is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Income is recognised in the period in which the rental service is provided, when the income and the associated costs can be measured reliably and it is probable that consideration will be received in respect of the rental service provided.

2.4

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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MEREACRE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.6

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Asset under construction

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

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MEREACRE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Investment property

Investment property is carried at fair value determined annually by the Directors with reference to external values and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of Comprehensive Income.

2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.11

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of Financial Position 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, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for

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MEREACRE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Financial instruments (continued)

objective evidence of impairment. 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 profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

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MEREACRE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Significant judgements and estimates

The preparation of these financial statements in compliance with FRS 102 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Investment property estimates and assumptions present a potential risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Investment properties
Investment property values within the accounts are assessed annually by the Directors. Valuations are based on external valuations and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. There is a degree of judgement involved in that the value of the estate will ultimately be determined by the market.

Employees

The average monthly number of employees, including directors, during the year was 3 (2023 - 2).

4.	Tangible fixed assets

		Asset under construction
		£

	At 1 January 2024	397,239
	Disposals	(397,239)
	At 31 December 2024	-

	Net book value
	At 31 December 2024	-
	At 31 December 2023	397,239

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MEREACRE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Investment property

		Freehold investment property
		£
	Valuation
	At 1 January 2024	2,005,000
	At 31 December 2024	2,005,000

The most recent valuations of the properties held by the Company were carried out in March 2023 by Jones Lang LaSalle Limited. Investment property is carried at fair value determined annually by the Directors with reference to external valuations and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. The Directors therefore believe the values presented to be an accurate reflection of the fair value of the investment properties as at 31 December 2024.

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2024	2023
	£	£

Historic cost	4,034,592	4,034,592
Accumulated depreciation and impairments	(725,570)	(674,878)
	3,309,022	3,359,714

Debtors

					2024	2023
					£	£


Amounts owed by group undertakings	196,285	153,456
	196,285	153,456

Page 9

MEREACRE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Amounts owed to group undertakings	2,970,940	2,969,314
Other taxation and social security	3,200	3,371
Accruals and deferred income	18,490	1,500
	2,992,630	2,974,185

8.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1 (2023 - 1) Ordinary share of £1.00	1	1

Reserves

Investment property revaluation reserve

Includes aggregate surplus or deficit arising from changes in fair value of investment property.

Profit and loss account

Includes current and prior period retained profits and losses.

10.	Prior period adjustment

The financial statements for the year ended 31 December 2024 include a prior period adjustment.
The adjustment relates to previously omitted write off's of intercompany loan balances. The comparative figures in these financial statements have therefore been adjusted to reflect a reduction in creditors of £350,000 and a comparative increase to the brought forward profit and loss account reserves balance.

11.	Related party transactions
	The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose related party transactions with wholly owned subsidiaries within the group.

Page 10

MEREACRE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Controlling party

The Company's parent undertaking at the balance sheet date was Landfern Limited, a company incorporated in Scotland. Their registered address is 11 Royal Exchange Square, Glasgow, G1 3AJ The Company's ultimate parent undertaking at the balance sheet date was Ediston (RES) Limited.
The Company's results are included within the consolidated accounts of Ediston (RES) Limited which can be found on www.companieshouse.gov.uk.
The ultimate controlling party is Daniel O'Neill.

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