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Registered number: SC041172
ESSON PROPERTIES LIMITED
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2025
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CONTENTS
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Directors' responsibilities statement
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Notes to the financial statements
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements 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 to 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.
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ESSON PROPERTIES LIMITED
REGISTERED NUMBER:SC041172
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BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Capital redemption reserve
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Investment property reserve
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Page 2
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ESSON PROPERTIES LIMITED
REGISTERED NUMBER:SC041172
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BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
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 comprehensive income 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:
The notes on pages 4 to 13 form part of these financial statements.
Page 3
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Esson Properties Limited is a private company limited by shares incorporated in Scotland. The registered office is 10 Albert Street, Aberdeen, AB25 1XQ. The Company's principal activity is that of property investment.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to execute its operations over the next 12 months. In reaching this conclusion the Directors have considered forecast trading levels including expected income where assurances can be taken from lease agreements in place with customers.
The company have financing in place in the form of a bank term loan and revolving credit facility which provides funding of £35m with a renewal date in December 2026. The financial projections demonstrate that the company can operate within the terms of the facility and meet its debt servicing requirements. The Directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the forseeable future and therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Interest income is recognised in profit or loss using the effective interest method.
Page 4
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. 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 balance sheet 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 balance sheet 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 balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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, on a reducing balance basis.
Depreciation is provided on the following basis:
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.
Investment property is carried at fair value determined annually by external valuers 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 profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
Page 6
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company's accounting policies, the Directors are required to make judgements, estimated 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Fair value of derivative instruments
The Company uses derivative financial instruments to hedge certain economic exposure in relation to movements in interest rates. The derivative financial instrument is recorded at fair value in the balance sheet. As no market price is available for the instrument, the fair value is derived using the counterparty information that is independent of the Company.
Fair value of investment properties
There is judgement involved in determining the fair value of investment property. The Directors engage with independent property surveyors to obtain an indication of the market value of properties at a given point in time. Each year the Directors review the carrying value of each property and assess whether any indicators of potential impairment exist. It is the opinion of the Directors that the carrying value of the properties at the year end represents their fair value, assuming existing use and subject to existing leases. Further detail is given in Note 7.
The average monthly number of employees, including directors, during the year was 4 (2024 - 4).
Page 7
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Charge for the year on owned assets
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Investments in subsidiary companies
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Page 8
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Freehold investment property
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In the opinion of the Directors, the above represents the open market value at the balance sheet date assuming existing use and subject to existing leases. Independent valuations were made in 2025 by Knight Frank, on an open market value for existing use basis. The Directors do not believe there have been any significant changes in the market conditinos that would indicate a change in these valuations.
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Cash and cash equivalents
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Page 9
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Page 10
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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The company has a bank term loan and revolving credit facility with the bank.The loan facility agreement was renewed in the prior year, with an amended facility in place which is due for renewal in December 2026. The annual repayments on the new facility are £500,000 per annum.
The bank holds a floating charge over all assets of the company and a standard security over certain investment properties.
Other loans relate to a loan balance due to a Company under common control. The loan has no fixed repayment date but repayment will not take place prior to the end of the renewal of the bank loan facility in December 2026 and is therefore shown as due in more than one year. No interest is payable on the loan.
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Page 11
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Charged to profit or loss
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Charged to other comprehensive income
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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Potential capital gains on investment property revaluations
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Capital losses carried forward
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Allotted, called up and fully paid
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100 (2024 - 100) Ordinary shares of £1.00 each
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170 (2024 - 170) A Ordinary shares of £1.00 each
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100 (2024 - 100) New Ordinary shares of £1.00 each
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Dividends may be declared on any class of share to the exclusion of other classes. An interim dividend may be declared on any class of share.
Holders of New Ordinary shares have no right to participate in any dividend or distribution unless specifically authorised.
On a return of assets or liquidation, Ordinary and New Ordinary shares rank pari passu, and the balance thereof is available for distribution to A Ordinary holders.
Holders of New Ordinary and Ordinary have one vote entitlement per share, however holders of A Ordinary have no voting rights.
Page 12
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Related party transactions
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The Company is a wholly owned subsidiary of Esson Holding Company Limited and has taken advantage of the exemption given by section 1AC.35 of FRS 102, which allows exemption from disclosure of related party transactions with other group companies on the basis that the Company is a 100% subsidiary.
At 31 March 2025, £311,000 (2024: £382,694) was payable to an independent self-administered scheme of which Mr H Esson is a Trustee. The Company paid interest of £24,495 (2024: £25,075) to the pension scheme.
The Company repaid £Nil (2024: £Nil) to Directors during the year. At the year end £2,712 (2024: £2,712) was payable to Directors. No interest is payable on this balance.
Included within other loans is a balance of £1,000,000 due to a Company under common control. Further details are included in Note 12.
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The immediate controlling party is Esson Holding Company Limited, a company incorporated in the United Kingdom. The ultimate controlling party is H A Esson by virtue of his majority shareholding in Esson Holding Company Limited.
The auditor's report on the financial statements for the year ended 31 March 2025 was unqualified.
The audit report was signed on 18 December 2025 by Christopher Masson (Senior statutory auditor) on behalf of AAB Audit & Accountancy Ltd.
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