|
Company registration number: SC648577
________________________________________________________________________________________
TSH GLASGOW PROPCO LIMITED
________________________________________________________________________________________
ANNUAL REPORT
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED
31 AUGUST 2025
|
|
|
|
|
TSH GLASGOW PROPCO LIMITED
|
CONTENTS
|
|
|
|
|
|
Notes to the Financial Statements
|
|
|
|
|
|
|
TSH GLASGOW PROPCO LIMITED
REGISTERED NUMBER:SC648577
|
BALANCE SHEET
AS AT 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements on pages 1 to 9 were approved and authorised for issue by the board on 8 January 2026 and were signed on its behalf by:
|
|
|
|
|
TSH GLASGOW PROPCO LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
1.Accounting policies
The Company’s principal activity is that of letting and operating of owned or leased real estate.
TSH Glasgow Propco Limited is a private company limited by shares and is incorporated and domiciled in Scotland. The address of its registered office is 15 Candleriggs Square, Glasgow, Scotland, G1 1TQ.
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared in accordance with United Kingdom Accounting Standards, including Section 1A 'Small Entities' of Financial Reporting Standard 102, ‘the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland’ (“FRS 102”) and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, as modifiied by the recognition of certain financial instruments held at fair value through profit or loss.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
Revenue is recognised to the extent that the Company obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received or receivable, net of discounts, rebates and value added tax. The following criteria must also be met before revenue is recognised:
Rental income
Rentals receiveable from operating leases are calculated based on the future amounts of factors that change other than with the passage of time. Accordingly the rents are contingent and are recognised in the Profit and Loss Account as earned.
Interest income
Revenue is recognised as interest accrues using the effective interest method.
|
|
|
|
|
TSH GLASGOW PROPCO LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
1.Accounting policies (continued)
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price and other costs directly attributable (including interest costs associated with borrowings used to finance the development of assets in the course of construction) to bringing an asset to its working condition for its intended use and dismantling and restoration costs.
Depreciation is calculated, using the straight line method, to allocate the cost of assets less their residual value over their estimated useful lives, as follows:
Plant and machinery - 5 years
Freehold buildings - 40 years
Freehold land is not depreciated and assets in the course of construction are not depreciated until they are available for use.
The assets’ residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.
Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset, as appropriate, only when it is probable that economic benefits associated with the item will flow to the Company and the cost can be measured reliably. Repairs and maintenance costs are expensed as incurred.
Tangible fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the Profit and Loss Account and included in ‘administrative expenses’.
|
|
|
|
|
TSH GLASGOW PROPCO LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
1.Accounting policies (continued)
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.
Short term debtors and creditors
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the Profit and Loss Account in ‘administrative expenses’.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
Loans
Loans which are basic financial instruments are initially recorded at the present value of future payments discounted at a market rate of interest for a similar loan. Subsequently, they are measured at amortised cost using the effective interest method. Loans that are payable within one year are not discounted.
Derivatives - interest rate swaps
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the Profit and Loss Account in 'interest payable and similar charges' or 'interest receivable and similar income' as appropriate.
Offsetting
Financial assets and liabilities are offset and 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.
|
|
|
Operating leases - lessor
|
At inception the Company assesses agreements that transfer the right to use assets. The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement.
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases.
Rentals receiveable from operating leases are calculated based on the future amounts of factors that change other than with the passage of time. Accordingly the rents are contingent and are recognised in the Profit and Loss Account as earned.
|
|
|
|
|
TSH GLASGOW PROPCO LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
1.Accounting policies (continued)
|
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentation currency is the pound sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and Loss Account.
All foreign exchange gains and losses are presented in the Profit and Loss Account under the heading 'Administrative expenses'.
Interest costs associated with borrowings used to finance the development of assets in the course of construction are capitalised and included within 'Tangible fixed assets'. Once a development is complete interest is charged to the Profit and Loss Account.
|
|
|
Related party transactions
|
The Company discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors separate disclosure is necessary to understand the effect of the transactions on the Company’s financial statements.
|
|
|
|
|
TSH GLASGOW PROPCO LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
1.Accounting policies (continued)
Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the Profit and Loss Account. Current or deferred taxation assets and liabilities are not discounted.
Current tax
Current tax is the amount of corporation tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax
Deferred tax arises from timing differences that are differences between taxable profits and profit on ordinary activities before taxation as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.
Ordinary shares are classified as equity.
|
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
In preparing the financial statements management are required 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 these estimates. The key estimate and judgement that management have made is:
Impairment of freehold land and buildings
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Whilst the Social Hub commenced trading in April 2024, construction work continued on the top floors until August 2025. As a result management consider that it is too early to assess the future trading performance of the Social Hub and have thus concluded that no impairment is required as at the balance sheet date.
|
|
|
|
|
TSH GLASGOW PROPCO LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
The average monthly number of employees, including directors, during the year was 0 (2024 - 0).
|
|
|
Assets in the course of construction
|
Freehold land and buildings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in the cost of freehold land and buildings is the cost of freehold land of £15,750,000 (2024: £15,750,000).
The freehold land and buildings above are let on a 25 year lease to a group company, which commenced on 15 April 2024. The rents receivable in respect of the operating lease are calculated based on the future amounts of factors that change other than with the passage of time. Accordingly the rents are contingent and are recognised in the Profit and Loss Account as earned. The rents receivable in the year were £9,692,208 (2024: £6,370,271).
|
|
|
|
|
|
TSH GLASGOW PROPCO LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans from group undertakings
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The bank loans are secured by a fixed and floating charge.
The derivative financial instruments relate to interest rate swap contracts.
|
|
|
|
|
|
TSH GLASGOW PROPCO LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
33,374,463 (2024 - 33,374,463) Ordinary shares of £1 each
|
|
|
Profit and loss account
The Profit and Loss account is a distributable reserve.
10.Other financial commitments
The Company has given certain guarantees to one of its bankers in respect of its loan facilities.
The Company's immediate parent undertaking is TSH UK Holdco Limited, a company registered in Scotland.
The Company's ultimate parent undertaking is TSH Group Holding B.V., a company registered in the Netherlands, which is also the parent of the smallest group of undertakings for which group accounts have been drawn up and of which the Company is a member. The financial statements of TSH Group Holding B.V. can be obtained from Kamer van Koophandel te Amsterdam (the Dutch Chamber of Commerce).
The auditors' report on the financial statements for the year ended 31 August 2025 was unqualified.
The audit report was signed on 8 January 2026 by Daniel Crawford (Senior Statutory Auditor) on behalf of F. W. Smith, Riches & Co..
|