REGISTERED NUMBER: SC288735 (Scotland)

Unaudited Financial Statements

for the Year Ended 31 December 2025

for

Ferncrown Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr B Santiago Freire

Mrs E Santiago Rodriguez

Mrs M d C Santiago Santiago

REGISTERED OFFICE:

27 Finlayson street

Fraserburgh

Aberdeenshire

AB43 9JQ

REGISTERED NUMBER:

SC288735 (Scotland)

ACCOUNTANTS:

SBP

Accountants

27 Finlayson Street

Fraserburgh

Aberdeenshire

AB43 9JQ

FIXED ASSETS

Intangible assets

4

97,525

219,954

Tangible assets

5

1,105,242

1,242,505

Investments

6

23

23

1,202,790

1,462,482

CURRENT ASSETS

Stocks

50,095

47,266

Debtors

7

69,607

237,714

Investments

8

720,057

673,287

Cash at bank

1,451,664

1,049,595

2,291,423

2,007,862

CREDITORS

Amounts falling due within one year

9

631,032

628,462

NET CURRENT ASSETS

1,660,391

1,379,400

TOTAL ASSETS LESS CURRENT LIABILITIES

2,863,181

2,841,882

CAPITAL AND RESERVES

Called up share capital

100

100

Accumulated comprehensive

income

202,031

105,249

Retained earnings

2,661,050

2,736,533

SHAREHOLDERS' FUNDS

12

2,863,181

2,841,882

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2026 and were signed on its behalf by:

Mrs M d C Santiago Santiago - Director

1.	STATUTORY INFORMATION

Ferncrown 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.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared in UK £ sterling.

Turnover

Turnover represents amounts receivable for goods (sale of fish) provided in the normal course of business, net of VAT. Revenue is recognised to the extent that it is probable that economic benefit will flow to the company and when its value can be measured with a sufficient degree of certainty and reliability. All income is recognised in the accounting period to which it relates.

Intangible assets - fishing licence & quota

The Fishing licence and quota are reported on a cost model basis with the items recognised at original cost less an annual amortisation charge. The assets are amortised on a straight line basis over a 10 year period. This policy was adopted in the 2016 financial year following the introduction of the Financial Reporting Standard 102. The intangible assets were previously reported at cost with no annual amortisation charge.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fishing vessel

-

10% on cost

Tangible fixed assets are included at cost less depreciation and impairment. The residual value is reassessed at the end of each accounting period.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current tax. Tax is recognised in the Income Statement, 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.

Following due consideration, the directors concluded that no deferred tax provision (or asset) required to be recognised.

Foreign currencies

The functional currency of the company is the Euro (€) with the bulk of the day to day operating transactions being undertaken in this currency. The company is registered in Scotland and therefore the directors have opted to present the financial information in sterling (£).

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Fixed Assets are valued at the historical rate of exchange. Transactions in currencies, other than the functional currency (€), which take place during the course of the financial year are translated at the rate of exchange ruling at the date of transaction. Any exchange differences arising during the financial year are reported through the Profit & Loss Account and are taken into account in arriving at the operating result. Exchange gains or losses which arise on conversion of the functional currency balances to the currency used for presentation in the Financial Statements are reported through the Statement of Other Comprehensive Income/Losses.

Current asset investment

The portfolio of investments is managed by professional fund managers and the investments are stated at market value as at the financial year end. The net value of any gains or losses on revaluation are declared through the Statement of Income but any such gains do not form part of the distributable profit of the company.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	INTANGIBLE FIXED ASSETS

Fishing

licence &

quota

£

COST

At 1 January 2025

and 31 December 2025

1,224,285

AMORTISATION

At 1 January 2025

1,004,331

Amortisation for year

122,429

At 31 December 2025

1,126,760

NET BOOK VALUE

At 31 December 2025

97,525

At 31 December 2024

219,954

5.	TANGIBLE FIXED ASSETS

Fishing

vessel

£

COST

At 1 January 2025

1,588,237

Additions

4,331

At 31 December 2025

1,592,568

DEPRECIATION

At 1 January 2025

345,732

Charge for year

141,594

At 31 December 2025

487,326

NET BOOK VALUE

At 31 December 2025

1,105,242

At 31 December 2024

1,242,505

6.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

At 1 January 2025

and 31 December 2025

23

NET BOOK VALUE

At 31 December 2025

23

At 31 December 2024

23

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

3,942

100,506

Other debtors

9,659

99,816

Tax

5,091

3,076

VAT

14,820

-

Prepayments and accrued income

36,095

34,316

69,607

237,714

8.	CURRENT ASSET INVESTMENTS

31.12.25

31.12.24

£

£

Original cost of investments

694,827

636,180

Revaluation gain/(loss)

25,230

37,107

Market value at financial year end

720,057

673,287

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

115,388

97,826

VAT

-

23,566

Other creditors

488,114

481,261

Directors' current accounts

24,980

23,309

Accrued expenses

2,550

2,500

631,032

628,462

10.	RELATED PARTY DISCLOSURES

Creditors includes director's current account balances totalling £24,980 (2024: £23,310). There are no specific terms of repayment and no interest is accrued.

Management fees includes the sum of £128,019 (€150,000) paid to Hnos. Santiago Freire S.L., a company which has a controlling interest in Ferncrown Ltd. 'Other creditor' balances includes the sum of £450,885 (€573,967) due to the parent company.

'Other debtor' balances includes a sum of £9,659 (€11,063) due from Hnos. Santiago Freire S.L., a company which has a controlling interest in Ferncrown Ltd.

'Trade debtor' balance includes a sum of £911 (€1,044) due from Gulfcrown Ltd, a related company of which Mr Freire, Mrs Santiago Rodriguez and Mrs Santiago Santiago are all directors.

11.	ULTIMATE CONTROLLING PARTY

The company is controlled by Hnos. Santiago Freire S.L., a company which holds 98% of the issued share capital.

12.	RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

31.12.25

31.12.24

£

£

Loss for the financial year

(75,483

)

(405,139

)

Other comprehensive income relating to the year (net)

96,782

(122,574

)

Opening balance 2024

-

3,369,595

Net addition to shareholders' funds

21,299

2,841,882

Opening shareholders' funds

2,841,882

-

Closing shareholders' funds

2,863,181

2,841,882

13.	SHAREHOLDERS' FUNDS AND RESERVES

The reserve of 'Accumulated comprehensive income/loss' represents the accumulated exchange rate gains/losses on conversion of the closing financial balances from the functional currency (€) to the presentational currency (£). The value of this particular reserve is non distributable.At the end of the financial year, the Euro (€) had weakened slightly against GBP Sterling (£) compared to the previous year resulting in the net asset value of the company reducing against the previous year on conversion of the Euro based assets to sterling for accounts purposes. This has been recorded as a charge of £96,782 against the Accumulated comprehensive income reserve.

The balance of retained earnings of £2,661,050 includes net accumulated gains of £25,230 on the revaluation of investments. Gains recorded on the revaluation of investments are non distributable.

14.	DEFERRED TAXATION

Based on the net book value of the relevant fixed assets as stated in the Balance Sheet a deferred tax asset position has been identified. The balance sheet values of the tangible fixed assets are reported at original cost less accumulated depreciation but the current market value of the assets may be higher than stated which may result in an additional tax charge on disposal should the actual disposal values be significantly higher than the current written down values. On this basis, the calculated deferred tax asset has not been recognised in the financial statements.