The directors present the strategic report for the year ended 30 June 2025.
During the year, the Group undertook a number of restructuring and alignment activities to ensure continued focus on its core activities of property development, alongside the management and oversight of the trading hotels.
The Glasgow AC by Marriott hotel, together with Love Loan Limited, was sold on 18 December 2024 to CSG Hotels and Apartments Limited, an entity under common control.
The restaurant sub-group (Bon Vivant Group) continued to experience challenging operating conditions, with inflationary pressures adversely impacting trading performance. Strategic reviews carried out during the year resulted in the closure of three operating units. Subsequent to the year end, a further two units entered voluntary liquidation. As at the reporting date, these subsidiaries had been fully impaired to £nil.
As a result of these strategic decisions, the Group is considered to be in a stronger position to withstand the challenging economic conditions currently being faced.
Financing
The Bon Vivant Group maintained repayments on their government backed loans. CSG Glasgow continued to utilise the loan facility in place with RBS until its transfer to CSG Hotels and Apartments Limited on 18 December 2024, at which point the facility was refinanced as part of a wider group refinancing.
The principal risks and uncertainties affecting the Group include the following:
Competition: new entrants into the market within close proximity to the Group’s properties. The Group continues to focus upon guest services and brand standards allowing its products to be differentiated from competitors.
Political risk: The Group continues to closely monitor the implications of ongoing geopolitical unrest, particularly the impact on construction cost inflation and labour availability across the projects under its management.
Economic risk: increases in costs due to supplier price increases, labour shortages, the changing energy markets and rising inflation pose significant challenges to the Group. The ability of the wider Group to source development opportunities is key to the future prospects of the Group as a development manager.
Environmental risk: further developments in environmental awareness, compliance and additional reporting requirements can result in changes to development designs and have cost implications. The Group continues to embrace Environmental, Social and Governance developments in this sector and ensure these are at the forefront of future developments and in group trading companies.
Key areas of strategic development and performance of the Group include:
Competitive advantage: the Group continues to focus on areas where is has a competitive advantage in the property development market. It has specialist expertise in regenerating listed buildings in prime city centre locations and can take on projects that other companies do not have the experience of.
Partnerships: the Group is open to building relationships with current and new partners in order to ensure new development opportunities are seized when presented.
People and talent: the Group is committed to investing in its people. This ensures that the right people are in place and skills are developed in the correct areas to allow the Group to expand and continue to successfully manage multiple development projects as well as sourcing new opportunities.
Hospitality
The Group monitors key financial performance indicators across all sites in order to maximise performance, room rate and occupancy. The Group’s performance is benchmarked regularly against hotels in the immediate vicinity.
The Group also monitors key non-financial indicators such as feedback from guests, ratings on guest online surveys and third-party internet feedback sites such as TripAdvisor and Booking.com.
| 2025 | 2024 |
Rooms sold | 35,807 | 32,015 |
Average room rate | £122.57 | £105.60 |
Occupancy | 79.43% | 56.57% |
RevPar (Revenue per available room) | £97.36 | £59.74 |
Note, this year includes six months of trading of the hotel in Glasgow which was sold in December 2024.
Food and Beverage
The Group uses a range of financial and non-financial key performance indicators to monitor and manage the business. These include:
Sales: daily, weekly and period sales measured against budget and prior period. The conversion of sales to EBITDA ratios for each unit and Cost of Sale % and Wage %.
Management accounts: these are produced monthly for each operating unit with variances to budget and prior period analysed.
Customer feedback: a variety of measures are used to capture feedback and learn from complaints, both at point of sale and via internet and social media sites online.
Employee Turnover and Engagement: this is reviewed monthly, and training and engagement modules are completed online and reviewed regularly by management.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 June 2025.
The company's accounting reference date is 24 June 2025 and the company has taken advantage of the option available under s390(3) of the Companies Act 2006 and prepared its parent company and group financial statements to 30 June 2025.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The results for the year are set out on pages 10 to 11.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The group does not use derivatives for either financial risk management or for speculative purposes. The group's financial risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the group's assets, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.
On 3 November 2025, the Group sold its investment property to a third party for a consideration of £700,000.
Subsequent to the year end, the Group’s subsidiaries, Devil’s Advocate Limited and Bon V Limited entered creditors’ voluntary liquidation. As at the reporting date, the directors had already assessed the financial position and performance of the subsidiaries and had fully impaired them to £nil.
The liquidations represent a non‑adjusting event under FRS 102 Section 32, as they relate to conditions arising after the reporting date. Accordingly, no adjustments have been made to the amounts recognised in the financial statements, however, disclosure is provided due to the significance of the event.
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The Group has reported a profit after tax of £1.8m (2024: Loss £3.9m), has net current assets of £18.9m (2024: Liabilities £20.6m) and net assets of £19.2m (2024: £17.4m) at the period end.
The Group and Company have undertaken significant restructuring during the year (Note 10) and subsequent to year-end (Note 27). Upon completion of the group restructuring the net current asset position of the Group has improved as well as the liquidity of the group.
In considering the going concern assessment of each company, the Directors prepared projections to June 2029 which include all the companies on a combined basis due to these common funding arrangements. Financial covenants on certain facilities principally relate to debt service coverage and loan to value.
Based on the Group and Company’s forecast and projections, the Directors have a reasonable expectation that the Group and Company will have adequate cash resources and access to sufficient borrowing facilities to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
We have audited the financial statements of CSG Commercial Limited ('the parent company') and its subsidiaries ('the group') for the year ended 30 June 2025, which comprise the Group Profit and Loss Account, Group Statement of Comprehensive Income, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows and notes to the financial statements, including 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 or Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
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 group or parent 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.
Opinions on other matters prescribed by the Companies Act 2006
If our opinion, based on the work undertaken in the course of the audit:
The information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Extent to which the audit was considered capable of detecting irregularities, including fraud (Continued)
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
Companies Act 2006;
Corporation Tax legislation;
VAT legislation; and
UK Generally Accepted Accounting Practice.
We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections and relevant correspondence with regulatory bodies.
We assessed the susceptibility of the group's and parent company's financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
Management override of controls
Revenue recognition
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error.
Reviewing the level of an reasoning behind the group's and parent company's procurement of legal and professional services.
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
For each material revenue stream, verifying the revenue for occurrence and completeness through reviewing a sample of transactions to supporting documentation and tracing to bank statements as appropriate;
Completion of appropriate checklists and use of our experience to assess the group's and parent company's compliance with the Companies Act 2006; and
Agreement of the financial statements disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve international concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
Use of our report
This report is made solely to the parent 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 to that we might state to the parent company's members those matters we are required to state to them in our auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £10,112,346 (2024 - £0 profit).
CSG Commercial Limited ("the company") is a limited company domiciled and incorporated in Scotland. The registered office is 12 Hope Street, EDINBURGH, EH2 4DB.
The group consists of CSG Commercial Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements where applicable:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated financial statements incorporate those of CSG Commercial Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
Where the company increases its controlling interest in a subsidiary, the identifiable assets and liabilities and any provision for contingent liabilities of the subsidiary are not revalued to fair value and no additional goodwill is recognised at the date the controlling interest is increased. The transaction is instead accounted for as a transaction between equity holders with the resulting change in non-controlling interest and any difference between the amount by which the non-controlling interest is so adjusted and the fair value of the consideration paid accounted for directly in equity.
All financial statements are made up to 30 June 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The Group has reported a profit after tax of £1.8m (2024: Loss £3.9m), has net current assets of £18.9m (2024: Liabilities £20.6m) and net assets of £19.2m (2024: £17.4m) at the period end.
The Group and Company have undertaken significant restructuring during the year (Note 10) and subsequent to year-end (Note 27). Upon completion of the group restructuring the net current asset position of the Group has improved as well as the liquidity of the group.
In considering the going concern assessment of each company, the Directors prepared projections to June 2029 which include all the companies on a combined basis due to these common funding arrangements. Financial covenants on certain facilities principally relate to debt service coverage and loan to value.
Based on the Group and Company’s forecast and projections, the Directors have a reasonable expectation that the Group and Company will have adequate cash resources and access to sufficient borrowing facilities to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Turnover for the Group comprises the following streams:
Project management and consultancy services;
Room sales and guest services;
Food and beverage sales;
Commercial rent;
Facility management and building services.
Turnover is recognised as the services are provided or on a straight line basis over the rental period. Turnover is stated net of VAT.
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 the profit and loss account.
Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.
Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in the profit and loss account or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and loss are recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in the profit and loss account in the period in which they are incurred.
At each reporting period end date, the group reviews the carrying amounts of its tangible 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). 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.
Recoverable amount is the higher of fair value less costs to sell and 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.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account. Losses arising on revaluation are recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity, in respect of that asset. Any excess is recognised in the profit and loss account.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the profit and loss account.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
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.
Basic financial assets, which include certain 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. Financial assets classified as receivable within one year are not amortised.
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 the profit and loss account.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including certain creditors, bank and other loans and loans from fellow group companies, are initially recognised at transaction price. 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 if, and only if, there is 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.
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Amounts owed from related parties are stated in the accounts at their transaction price less any appropriate provision for irrecoverable amounts. In determining if a provision is required, the directors exercise judgement, considering any specific indicators that the recoverability of the balance may be in doubt.
Details of amounts owed to the company and group from related parties is outlined at note 17.
An analysis of the group's turnover is as follows:
The average monthly number of persons employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
CSG George Street Limited
On 13 October 2023, the group disposed of its interest in 100% of the issued share capital of CSG George Street Limited, a company whose principal activity was commercial letting. Discontinued operations reported in the prior year include the impact of CSG George Street Limited for the period in which the company remained part of the group. The company contributed a post-tax profit of £525,695 during the prior year, inclusive of a gain on disposal of £564,713.
CSG Glasgow Limited and Love Loan Limited
On 18 December 2024, the entire Ordinary share capital of the company's subsidiary Love Loan Limited was transferred to CSG Glasgow Limited, a fellow subsidiary undertaking of the company. On the same day, the share capital of CSG Glasgow Limited was then transferred from the company to CSG Hotels and Apartments Limited, an entity under common control, which became the ultimate parent undertaking of both CSG Glasgow Limited and Love Loan Limited at that time. Discontinued operations reported in the current year include the impact of CSG Glasgow Limited and Love Loan Limited for the period in which these entities remained part of the group. Discontinued operations in the comparative reported period have been restated to include the impact of these entities for that reporting year. The entities contributed a post-tax profit of £2,177,867 during the current year (2024: post-tax loss of £4,130,480 included within discontinued results).
Roxburgh's Court Limited, Lady Libertine Ltd, El Cartel Mexicana Ltd and Bacchus&Liber Ltd
During the course of the current and prior reporting period, the group made the decision to close or discontinue certain bar and restaurant operations conducted by the above named entities. The trade and assets of Lady Libertine Ltd was transferred on 1 July 2024 to an entity under common control as part of a corporate restructuring exercise. The operations of Roxburgh's Court Limited, El Cartel Mexicana Ltd and Bacchus&Liber Ltd were discontinued following challenging operating conditions and after a strategic review focussed on strengthening group performance. The operations ceased on 21 January 2024, 21 September 2024 and 17 November 2024 respectively. Discontinued operations reported in the current year include the impact of these entities for the period in which they traded. Discontinued operations in the comparative reported period have been restated to include the impact of the trade of these entities for that reporting year. The entities contributed a post-tax loss of £1,055,283 during the current year (2024: post-tax loss of £638,970 included within discontinued results).
Subsequent to the reporting date, the remaining entities operating within the group's restaurant sub-group (Devil's Advocate Limited and Bon V Limited) also ceased trading operations and were placed into liquidation as outlined at note 27.
Disposals above include the impact of the sale of CSG Glasgow Limited and Love Loan Limited to an entity under common control, the transfer of the trade and assets of Lady Libertine Ltd to an entity under common control as well as the cessation of operations within certain of the group's bar and restaurant operations.
Included in freehold land and buildings are assets in the course of construction with a carrying value of £Nil (2024 - £6,864,174).
Also included within freehold land and buildings is borrowing costs of £Nil (2024 - £4,326,556) directly attributable to the acquisition and development of the assets.
Revaluation of land and buildings
Prior to their disposal, the group's freehold land and buildings, other than assets under construction, were carried at valuation. Land and buildings were valued by Knight Frank, independent property agents not connected with the group, on a fully equipped operational hotel basis. The group's land was valued by the directors with reference to the group's sale and leaseback arrangement which was with an unconnected third party, completed on an arm's length basis.
If these revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:
The group disposed of its investment property subsequent to the reporting date with further details outlined at note 27.
Details of the company's subsidiaries at 30 June 2025 are as follows:
*1 As outlined at note 10, a decision was taken during the current year to cease or transfer operations within these entities. Following this decisions taken, these entities no longer trade.
*2 As outlined at note 27, subsequent to the balance sheet date, these entities ceased operations and were placed into liquidation.
CSG Hospitality Limited (SC702875) and Roxburgh's Court Limited (SC702874) have taken the exemption from the requirement to have their individual financial statements audited. This exemption is available under section 479A of the Companies Act 2006.
The registered office of Bacchus&Liber Ltd, El Cartel Mexicana Ltd and Lady Libertine Ltd is 3 Warriston's Close Edinburgh EH1 1PG.
The registered office of CSG Projects Limited, FMLY Limited, CSG Hospitality Limited and Roxburgh's Court Limited is C/O Johnston Carmichael, 7-11 Melville Street, Edinburgh, EH3 7PE.
The registered office of Devil's Advocate Limited and Bon V Limited is C/O Frp Advisory Trading Ltd, Level 2, The Beacon, 176 St. Vincent Street, Glasgow, G2 5SG.
Amounts owed by related parties are interest free and repayable on demand.
Amounts owed to related parties are interest free and repayable on demand.
Bank loans stated above are secured by standard securities and a bond and floating charge over certain assets of the group. Bank loans include two loans totalling £685k (2024 - £749k) which have amounts due for repayment in more than 5 years. These loans attract interest at base rate plus a margin of 4.25% and are repayable by instalment through to October 2030 and March 2031.
Following disposal of CSG Glasgow Limited, the group no longer has obligations under finance lease. Finance lease obligations in the prior year included £19.3m in respect of obligations associated with the group's sale and leaseback arrangement. The average lease term associated was 150 years. Finance lease obligations in the prior year also included £0.1m relating to obligations associated with other fixtures, fittings and equipment.
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
The group has estimated tax losses of £1.6m (2024 - £4.8m) and estimated capital losses of £Nil (2024 - £1.3m) available for future offset. Estimated tax losses included losses of £0.7m (2024 - £0.2m) and capital losses of £Nil (2024 - £Nil) which have not been recognised following an assessment over the probability of recovery.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The rights of each class of share are detailed in the Articles of Association of the company which are available from Companies House.
Revaluation reserves represent the difference between the fair value and the carrying value on an historic cost basis of assets held at fair value or valuation.
Capital redemption reserve represents the amount by which the company's issued share capital has been diminished on the cancellation of repurchased shares.
Profit and loss reserves represent the total comprehensive income for the year and prior periods less dividends paid.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
At the reporting end date the group had contracted with tenants for the following minimum lease payments:
On 3 November 2025, the Group sold its investment property to a third party for a consideration of £700,000.
Subsequent to the year end, the Group’s subsidiaries, Devil’s Advocate Limited and Bon V Limited entered creditors’ voluntary liquidation. As at the reporting date, the directors had already assessed the financial position and performance of the subsidiaries and had fully impaired them to £nil.
The liquidations represent a non‑adjusting event under FRS 102 Section 32, as they relate to conditions arising after the reporting date. Accordingly, no adjustments have been made to the amounts recognised in the financial statements, however, disclosure is provided due to the significance of the event.
During the year, the following amounts were advanced by/(repaid to) company directors:
Group
The ultimate controlling party is Christopher Stewart.
During the year, the group disposed of CSG Glasgow Limited, operating as The Glasgow AC by Marriott hotel, together with Love Loan Limited to CSG Hotels and Apartments Limited, an entity under common control. The consideration in respect of the disposal was £3,063,543 being the identifiable net assets of both entities at the date of sale.
During the year, amounts totaling £1,384,417 were repaid by (2024: £945,154 advanced to) CSG Projects Limited to CSG Baxter’s Place Holdings Limited. At 30 June 2025, £451 (2024: £1,383,966 due to) was due from CSG Baxter’s Place Holdings Limited.
During the year, CSG Projects Limited was repaid £947,512 (2024: £nil) by CSG Hamilton Place Limited. At 30 June 2025 £421,663 (2024: £1,369,175) was due from CSG Hamilton Place Limited.
During the year, CSG Projects Limited lent Stuc A'Chroin Ltd £nil (2024: £102,188). At 30 June 2025, £1,728,617 (2024: £1,728,617) remained outstanding.
During the year, CSG Projects Limited was repaid £614 (2024: £nil) by Love Loan Limited. At 30 June 2025, £3,731,405 (2024: £3,732,019) was due from Love Loan Limited.
During the year, CSG Project Limited lent CSG George Street Limited £115,360 (2024: £831,389). At 30 June 2025, £1,282,666 (2024: £1,167,306) was due from CSG George Street Limited.
During the year, CSG Hotels and Apartments Limited lent CSG Projects Limited £1,790,532 (2024: £nil). At 30 June 2025, £2,891,664 (2024: £1,101,132) was due to CSG Hotels and Apartments Limited.
As at 30 June 2025, CSG Projects Limited owed Glenample Limited £942,761 (2024: £942,761).
Company
The company has taken advantage of the exemption available in FRS 102 section 33 whereby it has not disclosed transactions between any wholly owned subsidiary undertaking of the group.
During the year, Glenample Limited advanced £nil to CSG Commercial Limited (2024: £nil). The balance of £4,200,000 remained outstanding at year end.
During the year, CSG Commercial Limited repaid CSG Hotels and Apartments Limited £1,519,414 and further advanced £1,544,231 (2024: £nil). The balance of £1,544,231 (2024: £1,519,414 due to) remained due from CSG Hotels and Apartments at year end.
As at 30 June 2025, CSG Commercial Limited was due £5,864,999 (2024: £nil) from Martha Street Holdco Limited.
As at 30 June 2025, CSG Commercial Limited was due £1,183,603 (2024: £nil) from CSG George Street Limited.
As at 30 June 2025, CSG Commercial was due £9,703,290 (2024: £9,703,189) from CSG Glasgow Limited.