ACCOUNTS - Final Accounts

Share capital

As restated

Company Registration Number: SC454427

LANDFERN LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

LANDFERN LIMITED

REGISTERED NUMBER: SC454427

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		As restated
	2024	2023
Note	£	£

Fixed assets
Investments	4		250,105		250,105
			250,105		250,105
Current assets
Debtors: amounts falling due within one year	5	18,485,136		18,485,833
		18,485,136		18,485,833
Creditors: amounts falling due within one year	6	(18,785,108)		(18,682,052)
Net current liabilities			(299,972)		(196,219)
Total assets less current liabilities			(49,867)		53,886

Net (liabilities)/assets			(49,867)		53,886

Capital and reserves
Called up share capital	7	25,250	25,250
Profit and loss account		(75,117)	28,636
		(49,867)	53,886

For the year ended 31 December 2024 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006.

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 2 to 7 form part of these financial statements.

Page 1

LANDFERN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Landfern Limited is a private company, limited by shares, registered in Scotland. The Company's registration number is SC454427 and registered office address is 3rd Floor, 11 Royal Exchange Square, Glasgow, G1 3AJ.
The principal activity of the Company in the period under review was that of a holding company.
These financial statements have been prepared in pounds sterling, rounded to the nearest pound, as this is the currency of the primary economic environment in which the Company 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.

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 £299,972 (2023 - £196,219) as at 31 December 2024, a loss excluding property revaluations for the 12 month period then ended of £103,753 (2023 - loss of £322) 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.

Page 2

LANDFERN 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

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.

2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.5

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.

2.6

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.

Page 3

LANDFERN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Financial instruments (continued)

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 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

Page 4

LANDFERN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Financial instruments (continued)

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.

Employees

The average monthly number of employees, including directors, during the year was 3 (2023 - 1).

4.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	250,105
	At 31 December 2024	250,105

Page 5

LANDFERN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Debtors

					2024	2023
					£	£


Amounts owed by group undertakings	18,485,136	18,485,833
	18,485,136	18,485,833

6.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Amounts owed to group undertakings	17,772,688	17,669,633
Other creditors	1,011,919	1,011,919
Accruals and deferred income	501	500
	18,785,108	18,682,052

Allotted, called up and fully paid

252,500 (2023 - 252,500) Ordinary shares of £0.10 each	25,250	25,250

8.	Prior period adjustment

The financial statements for the year ended 31 December 2024 include a prior period adjustment.
The adjustment relates to the share capital of the company which has been incorrectly stated historically due to the nominal value of shares being stated at £1 as opposed to £0.10. Additionally 250,000 shares were recorded as opposed to 252,500 in error. A prior period adjustment has been made to correct this position which reduces the value of share capital from £250,000 to £25,250, representing 252,500 shares at £0.10. The comparative figures in these financial statements have therefore been adjusted to reflect a reduction in share capital of £224,750 and a comparative increase to the brought forward profit and loss account reserves balance.

9.	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 6

LANDFERN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Controlling party

The Company's immediate and ultimate parent undertaking at the balance sheet date was Ediston (RES) Limited, a company registered in Scotland (SC633869). Their registered address is 1 St. Andrew Square, Edinburgh, Scotland, EH2 2BD.
The Company's results are included within the consolidated accounts of Ediston (RES) Limited and these
can be found on www.companieshouse.gov.uk.
The ultimate controlling party at the date the accounts were issued was Daniel O'Neill.

Page 7