Company No: SC347375 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Tangible assets	4	56,645		61,543
Investments	5	50		50
		56,695		61,593
Current assets
Stocks		11,290,777		12,342,955
Debtors	6	140,511		101,842
Cash at bank and in hand		124,171		91,457
		11,555,459		12,536,254
Creditors: amounts falling due within one year	7	( 2,203,209)		( 2,035,210)
Net current assets		9,352,250		10,501,044
Total assets less current liabilities		9,408,945		10,562,637
Creditors: amounts falling due after more than one year	8	( 33,808,421)		( 31,117,300)
Net liabilities		( 24,399,476)		( 20,554,663)
Capital and reserves
Called-up share capital	9	1,000		1,000
Profit and loss account		( 24,400,476 )		( 20,555,663 )
Total shareholders' deficit		( 24,399,476)		( 20,554,663)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Elsick Development Company Limited (registered number: SC347375) were approved and authorised for issue by the Board of Directors on 29 May 2026. They were signed on its behalf by:

The Duke of Fife Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Elsick Development Company Limited (the company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the company's registered office is Kinnaird Castle, Kinnaird Park, Brechin, DD9 6TZ, Scotland, United Kingdom. The principal place of business is The Estate Office, Haughs of Kinnaird, Brechin, DD9 6UA.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest £.

Going concern

The financial statements have been prepared on the going concern basis which assumes that the company will continue to trade. This assumption is based upon assurances received from the directors that it is their intention to provide such assistance as is required to enable the company to meet its financial commitments. If the company were unable to continue to trade, adjustments would have to be made to reduce the value of the assets to their recoverable amount and to provide for any further liabilities that might arise.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

The company accounts for the contractual arrangement with regard to the promotion of land for development as a contract for services in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. The company incurs costs in relation to the promotion of the development land and is entitled to receive income as a proportion of the uplift in the value of the land resulting from the sale of that land. The company also derives income from the provision of land infrastructure and recharges an appropriate proportion of these costs when land sales occur.

Up to 31 August 2013, due to the nature of the contractual arrangement, there was no guarantee of any income for the company until the land was sold. Furthermore, until the land was sold the level of income could not be reliably measured. As such, the outcome of the contract could not be assessed with reasonable certainty. Due to the uncertainty of the outcome of the contract, which could therefore potentially be loss making up to the level of costs incurred by the company, the company had adopted the policy of writing off costs to the profit and loss account as they were incurred.

During the year ended 31 August 2014 the first tranches of development land were sold, which resulted in trigger points being reached for the recognition of turnover on the contract in the profit and loss account because income is reasonably certain and can be measured reliably. Turnover represents amounts receivable for recharges of land development infrastructure costs, net of VAT.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Taxation

Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Land and buildings	10 % reducing balance
Plant and machinery etc.	10 - 25 % reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The company as lessor
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Up to 31 August 2013 all development costs were written off to the profit and loss account on the basis that no land sales had yet been made and there was no guarantee of any income for the company.

Subsequent to 1 September 2013 tranches of land have been sold, therefore all land development costs incurred to date have been transferred to the balance sheet and shown as ‘Stocks’. These land development costs will be released to the profit and loss account when future revenue is generated from land sales.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

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 deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates 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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount assets and liabilities are as follows:

Valuation of work in progress

The valuation of work in progress is based on the estimated outcome of the development of land, including estimated costs to complete and expected revenues. These estimates involve a degree of uncertainty, particularly on uncertain future land values, and changes in assumptions may materially affect the financial results. A discount rate is applied to future cash flows to reflect the time value of money and inherent risks, and variations in this rate can significantly impact the valuation.

3. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	2		2

4. Tangible assets

	Land and buildings		Plant and machinery etc.		Total
	£		£		£
Cost
At 01 September 2024	129,293		57,156		186,449
Additions	9,743		0		9,743
At 31 August 2025	139,036		57,156		196,192
Accumulated depreciation
At 01 September 2024	75,302		49,604		124,906
Charge for the financial year	13,032		1,609		14,641
At 31 August 2025	88,334		51,213		139,547
Net book value
At 31 August 2025	50,702		5,943		56,645
At 31 August 2024	53,991		7,552		61,543

5. Fixed asset investments

	Other investments		Total
	£		£
Cost or valuation before impairment
At 01 September 2024	50		50
At 31 August 2025	50		50
Carrying value at 31 August 2025	50		50
Carrying value at 31 August 2024	50		50

6. Debtors

	2025		2024
	£		£
Trade debtors	133,222		47,161
Corporation tax	6,993		6,993
Other debtors	296		47,688
	140,511		101,842

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	39,684		127,306
2.00 % Cumulative redeemable preference shares	1,710,000		1,710,000
Other creditors	453,525		197,904
	2,203,209		2,035,210

The 2% redeemable preference shares had a set redemption date of 31 December 2017. Redeemable preference shareholders will receive notification of general meetings to attend and speak but will not be entitled to vote. On a return of capital to its shareholders, Redeemable preference share held together with a sum equal to any dividend arrears or accruals. Any surplus remaining is to be distributed among the Ordinary shareholders pari passu based on their respective holdings of Ordinary shares. As at 31 August 2025, the preference shares have not been redeemed.

8. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Amounts owed to group undertakings (note 11)	7,348,646		9,836,714
Other creditors	26,459,775		21,280,586
	33,808,421		31,117,300

There are no fixed repayment dates for the loans and interest is charged at 0.5% over the Virgin Money interest rate.

9. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
1,000 Ordinary shares of £ 1.00 each	1,000		1,000
1,710,000 2.00% Preference redeemable shares of £ 1.00 each	1,710,000		1,710,000
	1,711,000		1,711,000

10. Financial commitments

Commitments

The interest charging arrangement between Elsick Development Company Limited and its funders has been revised. The company has a contingent liability to pay a higher rate of interest on the loans to its funders, which has not been charged by the funders. There is uncertainty as to whether this will be charged until the development project is further progressed and therefore there is a contingent liability and not a requirement for a provision in the accounts. The company would in any event charge on any such interest to the Consortium under the terms of its agreement such that the company's position is neutral and any contingent liability for interest is matched by a contingent asset of an equal amount.

11. Related party transactions

Transactions with related parties or connected persons

Amounts owed to related parties

	2025		2024
	£		£
Other related parties	22,825,917		17,564,944

Loan interest paid during year

	2025		2024
	£		£
Entities with control, joint control or significant influence over the company	498,932		742,535
Other related parties	910,354		987,832
	1,409,286		1,730,367

Directors' transactions

During the year, the directors advanced the company net amounts totaling £153,338 (2024 - £14,343). In addition, net interest of £541,795 (2024 - £210,038) was accrued for the year. As at 31 August 2025, the company was due the directors £2,611,780 (2024 - £3,000,237). Interest is charged on the loans at the Virgin Money interest rate plus 2.65% per annum. There is no fixed repayment date for the loans.

12. Audit Opinion

The auditor's report on the accounts for the financial year ended 31 August 2025 was unqualified.

The audit report was signed by Peter Cowan CA on behalf of Hall Morrice LLP.

13. Ultimate controlling party

The immediate parent company of Elsick Development Company Limited is Southesk Company Limited, a company incorporated in Scotland.

The ultimate parent company of Elsick Development Company Limited is Southesk Trust Company Limited, a company incorporated in Scotland.