REGISTERED NUMBER: SC401176 (Scotland)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

AR (Ferrymuir Gait) Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

D Gaffney

R Boyd

REGISTERED OFFICE:

c/o Brodies LLP

110 Queen Street

Glasgow

G1 3BX

REGISTERED NUMBER:

SC401176 (Scotland)

AUDITORS:

McLay McAlister & McGibbon LLP

Chartered Accountants and Statutory Auditors

145 St Vincent Street

Glasgow

G2 5JF

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The company's key financial performance indicators during the year are as follows:

2024

2023

£

£

Turnover

3,040,318

16,736,104

Operating (loss)/ profit

(3,105,501

)

659,523

Gross assets

10,587,520

12,074,516

PRINCIPAL RISKS AND UNCERTAINTIES

1. Economic risks

Risks:

The company's business operations are sensitive to economic conditions and, in particular, to inflationary pressures on pricing and implications to the levels of cost of materials. Property values are also impacted by the economic uncertainty.

Mitigation processes:

The directors regularly review the impact of the economic conditions on the company's budget and strategic plans, to ensure that we maintain our competitive position in the market.

2. Regulatory risks

Risks:

A failure to comply with health and safety legislation could lead to an incident which causes serious illness, injury or even loss of life to one of our customers, employees or other stakeholders, in turn leading to a significant impact on our reputation.

Mitigation processes:

We have a range of policies and procedures in place, including training, improved reporting and regular monitoring, to ensure compliance with existing regulatory requirements. This includes processes and procedures in relation to health and safety.

3. Financial risks

Risks:

It is vital to the business that we continue to meet our financial covenants and to ensure that there is sufficient financing to meet our business needs. We are exposed to interest rate risk on the variable rate components of our financing. We are also reliant on maintaining sound systems of internal control and on our information systems and technology to ensure the smooth operation of our business without risk of fraud or material error.

Mitigation processes:

Directors constantly monitor our performance against our financial covenants and undertakes detailed stress-testing of our performance against those covenants on a regular basis. Working capital is closely managed and carefully forecast, with regular dialogue with our private equity partners.

ON BEHALF OF THE BOARD:

D Gaffney - Director

21 April 2026

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

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

D Gaffney

R Boyd

Other changes in directors holding office are as follows:

G Coster ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

D Gaffney - Director

21 April 2026

Opinion

We have audited the financial statements of AR (Ferrymuir Gait) Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 of its loss 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 Auditors' 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 in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

In connection with our audit of the financial statements, 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 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have 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 Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 and 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.

Responsibilities of directors

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

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and

non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance;

- results of our enquiries of management about their own identification and assessment of the risks and irregularities;

- any matters we identified having reviewed the company's internal controls established to mitigate risks of fraud or

non- compliance with laws and regulations;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the

financial statements and any potential indicators of fraud.

We obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered included the UK Companies Act and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate. These included health and safety, GDPR and employment laws. Auditing standards limit the required audit procedures to identify non - compliance with these laws and regulations to enquiry of the directors, inspection of regulatory and legal correspondence, if any, and review of minutes of meetings. These limited procedures did not identify actual or suspected non-compliance.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Paul Martin (Senior Statutory Auditor)

for and on behalf of McLay McAlister & McGibbon LLP

Chartered Accountants and Statutory Auditors

145 St Vincent Street

Glasgow

G2 5JF

21 April 2026

TURNOVER

3,040,318

16,736,104

Cost of sales

(6,141,385

)

(16,072,982

)

GROSS (LOSS)/PROFIT

(3,101,067

)

663,122

Administrative expenses

(4,434

)

(3,600

)

OPERATING (LOSS)/PROFIT and

(LOSS)/PROFIT BEFORE TAXATION

(3,105,501

)

659,522

Tax on (loss)/profit

4

525,419

(293,194

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(2,580,082

)

366,328

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,580,082

)

366,328

CURRENT ASSETS

Stocks

5

9,479,677

10,999,378

Debtors

6

873,212

1,055,446

Cash at bank

234,631

19,692

10,587,520

12,074,516

CREDITORS

Amounts falling due within one year

7

(11,394,551

)

(10,301,465

)

NET CURRENT (LIABILITIES)/ASSETS

(807,031

)

1,773,051

TOTAL ASSETS LESS CURRENT LIABILITIES

(807,031

)

1,773,051

CAPITAL AND RESERVES

Called up share capital

10

100

100

Retained earnings

(807,131

)

1,772,951

SHAREHOLDERS' FUNDS

(807,031

)

1,773,051

The financial statements were approved by the Board of Directors and authorised for issue on 21 April 2026 and were signed on its behalf by:

D Gaffney - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

1,406,623

1,406,723

Changes in equity

Total comprehensive income

-

366,328

366,328

Balance at 31 December 2023

100

1,772,951

1,773,051

Changes in equity

Total comprehensive income

-

(2,580,082

)

(2,580,082

)

Balance at 31 December 2024

100

(807,131

)

(807,031

)

Cash flows from operating activities

Cash generated from operations

1

(1,427,190

)

7,517,541

Net cash from operating activities

(1,427,190

)

7,517,541

Cash flows from financing activities

New loans in year

1,645,739

2,158,234

Loan repayments in year

-

(9,748,105

)

Amounts paid by group undertakings

(3,610

)

(110,300

)

Net cash from financing activities

1,642,129

(7,700,171

)

Increase/(decrease) in cash and cash equivalents

214,939

(182,630

)

Cash and cash equivalents at beginning of year

2

19,692

202,322

Cash and cash equivalents at end of year

2

234,631

19,692

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

(Loss)/profit before taxation

(3,105,501

)

659,522

Decrease in stocks

1,519,701

6,748,306

Decrease in trade and other debtors

417,169

108,707

(Decrease)/increase in trade and other creditors

(258,559

)

1,006

Cash generated from operations

(1,427,190

)

7,517,541

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

234,631

19,692

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

19,692

202,322

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

19,692

214,939

234,631

19,692

214,939

234,631

Debt

Debts falling due within 1 year

(9,263,874

)

(1,645,739

)

(10,909,613

)

(9,263,874

)

(1,645,739

)

(10,909,613

)

Total

(9,244,182

)

(1,430,800

)

(10,674,982

)

1.	STATUTORY INFORMATION

AR (Ferrymuir Gait) Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The directors prepare projections for the life of the development and therefore consider a period of at least 12 months from the date of approval of these financial statements. Projections are updated regularly to take into consideration any changes.

The company has the support of the ultimate parent company and has confirmation from that they will support the company 12 months from the date the accounts are signed.

Based on the above, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Related party exemption

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Stocks

Work in progress is valued at the lower of cost and net realisable value.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial instruments

Debtors

Trade and other debtors are recognised at the settlement amount due with appropriate allowances for irrecoverable amounts when there is objective evidence the asset is impaired.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash in hand and bank overdrafts.

Creditors

Trade and other creditors are recognised where the company has a present obligation resulting from a past event and are recognised at the settlement amount due after allowing for any trade discounts due.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

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 have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was as follows:

31.12.24

31.12.23

1

-

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

4.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the loss for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

(498,896

)

293,194

Tax losses carried back

(26,523

)

-

Tax on (loss)/profit

(525,419

)

293,194

Reconciliation of total tax (credit)/charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

£

(Loss)/profit before tax

(3,105,501

)

659,522

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.521%)

(776,375

)

155,126

Effects of:

Expenses not deductible for tax purposes

-

138,068

Adjustments to tax charge in respect of previous periods

1,668

-

Losses carried forward

249,288

-

Total tax (credit)/charge

(525,419

)

293,194

Deferred tax

As at 31 December 2024 the company had tax losses carried forward of £997,152 and a resultant potential deferred tax asset of £249,288 calculated at a tax rate of 25%. As at 31 December 2024, there is no sufficient evidence to support that future taxable income will be available against which the deferred tax asset can be utilised and thus management has therefore concluded not to recognise a deferred tax asset in the financial statements of the company for the year ended 31 December 2024.

5.

STOCKS

31.12.24

31.12.23

£

£

Work-in-progress

9,479,677

10,999,378

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed by group undertakings

740,016

505,081

VAT

16,029

38,643

Prepayments

117,167

511,722

873,212

1,055,446

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Other loans (see note 8)

10,909,613

9,263,874

Trade creditors

54,913

18,742

Amounts owed to group undertakings

265,025

532,596

Tax

-

26,523

Other creditors

150,000

455,631

Reservation fees

15,000

4,099

11,394,551

10,301,465

8.

LOANS

An analysis of the maturity of loans is given below:

31.12.24

31.12.23

£

£

Amounts falling due within one year or on demand:

Other loans

10,909,613

9,263,874

Interest is charged on the loan balance, due less than one year, on a day to day basis at a fixed rate of 15%.

9.	SECURED DEBTS

The following secured debts are included within creditors:

31.12.24

31.12.23

£

£

Other loans

10,909,613

9,263,874

Security is held over the assets of the company by RS Luxembourg II S.A.R.L.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

100

Ordinary

1

100

100

11.	ULTIMATE CONTROLLING PARTY

The entire share capital of the company is beneficially owned by AR Development Investments Limited, which is incorporated in England.

The ultimate parent undertaking is RS Fund II LP, a fund incorporated in Jersey. There is no ultimate controlling party as no individual holds more than 10% of the fund.

A copy of the consolidated financial statements can be obtained from the registered office:

RS Fund II LP

Aztec Group House IFC6

The Esplanade St Helier

Jersey, JE4 0QH