Company Registration No. SC012762 (Scotland) Moray Estates Development Company Limited Unaudited ?nancial statements for the year ended 30 June 2019 Pages for ?ling with the Registrar 01/11/2019 #1 30 HQUSE I) Saffery Champness CHARTERED ACCOUNTANTS Moray Estates Development Company Limited Contents Statement of ?nancial position Statement of changes in equity Notes to the ?nancial statements Page Moray Estates Development Company Limited Statement of ?nancial position As at 30 June 2019 Fixed assets Tangible asset-s Investment properties Investments Current assets Stocks Debtors Cash at bank and in hand Creditors: amounts falling due within one year Net current assets Total assets less current liabilities Creditors: amounts falling due after more than one year Provisions for liabilities Net assets Capital and reserves rr-Galleduup share-capital . - Revaluation reserve Pro?t and loss reserves Total equity Notes 11 12 13 686,554 7,639,061 3,397 3,329,012 (1,651,533) 2019 7,733,904 64,837,947 400,369 72,972,220 6,677,479 79,649,699 (5,121,680) (8,016,502) 66,511,517 3,482,276 62,840,239 66,511,517 2018 7,638,264 60,219,477 399,922 68,257,663 750,438 11,351,050 100 12,101,588 (5,616,466) 6,485, 122 74,742,785 (5,253,320) (7,482,972) 62,006,493 ?132,922 gamut 3,482,276 58,335,215 62,006,493 Page 1 Moray Estates Development Company Limited Statement of nancial position (continued) As at 30 June 2019 The directors of the company have elected not to include a copy of the income statement within the ?nancial statements. For the ?nancial year ended 30 June 2019 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of ?nancial statements. The members have not required the company to obtain an audit of its ?nancial statements for the year in question in accordance with section 476. These ?nancial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. The ?n ncial tatements were approved by the board of directors and authorised for issue on .23. .19. ?i . and are signed on its behalf by: . -- 39.09.00 out Lord Mora Director Company Registration No. SC012762 Page 2 Moray Estates Development Company Limited Statement of changes in equity For the year ended 30 June 2019 Balance at 1 July 2017 Year ended 30 June 2018: Pro?t and total comprehensive income for the year Balance at 30 June 2018 Year ended 30 June 2019: Pro?t and total comprehensive income for the year Balance at 30 June 2019 Share Revaluation Pro?t and Total capital reserve loss reserves 189,002 3,482,276 56,898,350 60,569,628 - - 1,436,865 1,436,865 189,002 3,482,276 58,335,215 62,006,493 - - 4,505,024 4,505,024 189,002 3,482,276 66,511,517 62,840,239 Page 3 Moray Estates Development Company Limited Notes to the ?nancial statements For the year ended 30 June 2019 1.1 1.2 1.3 Accounting policies Company information Moray Estates Development Company Limited is a private company limited by shares incorporated in Scotland. The registered of?ce is 5 Atholl Crescent, Edinburgh, EH3 Accounting convention These ?nancial statements have been prepared in accordance with FRS 102 ?The Financial Reporting Standard applicable in the UK and Republic of Ireland" 102?) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The ?nancial statements are prepared in sterling, which is the functional currency of the'company. Monetary amounts in these ?nancial statements are rounded to the nearest E. The ?nancial statements have been prepared under the historical cost convention, modi?ed to include the revaluation of freehold properties and to include investment properties and certain ?nancial instruments at fair value. The principal accounting policies adopted are set out below. Turnover Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Revenue from the sale of goods is recognised when the signi?cant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic bene?ts associated with the transaction will ?ow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Tangible ?xed assets Tangible ?xed assets are stated at cost or deemed cost less depreciation and any impairment losses. Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases: Freehold land and buildings 0% to 4% per annum straight line basis Tenants improvements 10% per annum straight line basis Plant and equipment Straight line or reducing balance over 3 to 20 years Motor vehicles Straight line or reducing balance over 4 to 10 years 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 pro?t or loss. Page 4 Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 1.4 1.5 1.6 Accounting policies (continued) Investment properties Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The gain on revaluation is recognised in the income statement. Deferred tax is provided on these gains at the rate expected to apply when the property is sold. Fixed asset investments Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in pro?t or loss. A subsidiary is an entity controlled by the company. Control is the power to govern the ?nancial and operating policies of the entity so as to obtain bene?ts from its activities. Impairment of ?xed assets At each reporting period end date, the company 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 ?ows are discounted to their present value using a pre-tax discount rate that re?ects current market assessments of the time value of money and the risks speci?c to the asset for which the estimates of future cash ?ows 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 pro?t or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. 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 pro?t or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. Page 5 Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 1 1.7 1.8 1.9 Accounting policies (continued) Stocks Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. 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 pro?t or loss. Reversals of impairment losses are also recognised in pro?t or loss. Cash at bank and in hand Cash at bank and in hand are basic ?nancial 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 current liabilities. Financial instruments The company has elected to apply the provisions of Section 11 ?Basic Financial Instruments? and Section 12 ?Other Financial Instruments Issuesits ?nancial instruments. Financial instruments are recognised in the company's statement of ?nancial position when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the ?nancial 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 ?nancial assets . Basic ?nancial assets, which include debtors, 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 ?nancing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classi?ed as receivable within one year are not amortised. Classi?cation of ?nancial liabilities Financial liabilities and equity instruments are classi?ed 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. Page 6 Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 1.10 1.11 1.12 Accounting policies (continued) Basic ?nancial liabilities Basic ?nancial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classi?ed as debt, are initially recognised at transaction price unless the arrangement constitutes a ?nancing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classi?ed 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 classi?ed 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 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 company. Derivatives The company enters into futures contracts to ?x or hedge the price of underlying grain. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in pro?t or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in pro?t or loss depends on the nature of the hedge relationship. A derivative with a positive fair value is recognised as a ?nancial asset, whereas a derivative with a negative fair value is recognised as a ?nancial liability. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable pro?t for the year. Taxable pro?t differs from net pro?t as reported in the income statement 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. Page 7 Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 1.13 1.14 1.15 Accounti ng policies (conti nued) 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 pro?ts. 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 pro?t nor the accounting pro?t. 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 suf?cient taxable pro?ts 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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. Employee bene?ts The costs of short-term employee bene?ts are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or ?xed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee?s services are received. Termination bene?ts are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination bene?ts. Retirement bene?ts Payments to de?ned contribution retirement bene?t schemes are charged as an expense as they fall due. Leases Leases are classi?ed as ?nance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classi?ed as operating leases. Assets held under ?nance 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 statement of ?nancial position as a ?nance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to pro?t or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability. Page 8 Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 1 Accounting policies (continued) 1.16 Government grants 1.17 Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received. A grant that speci?es performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satis?ed is recognised as a liability. Foreign exchange Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period. Employees The average number of persons (including directors) employed by the company during the year was 24 (2018 - 25). Page 9 Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 3 Tangible ?xed assets Land and Plant and Total buildings machinery etc 15 Cost or valuation At 1 July 2018 7,131,445 1,476,939 8,608,384 Additions 60,000 185,517 245,517 Disposals (12,142) (28,878) (41,020) At 30 June 2019 7,179,303 1,633,578 8,812,881 Depreciation and impairment At 1 July 2018 103,545 866,575 970,120 Depreciation charged in the year 10,052 115,288 125,340 Eliminated in respect of disposals - (16,483) (16,483) At 30 June 2019 113,597 - 965,380 1,078,977 Carrying amount At 30 June 2019 7,065,706 668,198 7,733,904 At 30 June 2018 7,027,900 610,364 7,638,264 Land and buildings were revalued at March 1977 on an existing use basis. All subsequent additions are included at cost and a revaluation model is no longer applied. If land and buildings had not been included at the March 1977 valuation the total amount would have been: 2019 2018 Historic cost 4,129,365 4,081,507 Accumulated depreciation (84,213) (74,161) Carrying value 4,045,152 4,007,346 The revaluation surplus arising on the March 1977 valuation is disclosed in note 12. Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 4 Investment property 2019 Fair value At 1 July 2018 60,219,477 Additions 197,252 Net gains from fair value adjustments 4,421,218 At 30 June 2019 64,837,947 Investment property includes all let farms, let houses and all commercial land and property. The fair value of the investment property has been arrived at on the basis of a valuation carried out on 30 June 2019 by the board of directors. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The historical cost of investment properties held at fair value is ?7,231,109 (2018: ?7,033,857). Page 11 Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 5 Fixed asset investments Investments Movements in asset investments Cost or valuation At 1 July 2018 Additions At 30 June 2019 Carrying amount At 30 June 2019 At 30 June 2018 6 Financial instruments Carrying amount of ?nancial liabilities Measured at fair value through pro?t or loss - Other ?nancial liabilities Shares in group undertakings and participating interests 379,077 379,077 2019 400,369 Other investments other than loans 20,845 447 21,292 1,825 2018 399,922 Total 399,922 447 4,404 Page 12 Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 7 Debtors Amounts falling due within one year: Trade debtors Other debtors Amounts falling due after more than'one year: Amounts owed by undertakings in which the company has a participating interest Total debtors 2019 2018 428,761 1,090,825 5,850,633 8,897,557 6,279,394 9,988,382 1,359,667 1,362,668 7,639,061 11,351,050 Included in Other debtors is a loan of ?5,260,182 owed by a group undertaking. This loan is interest free and has no ?xed repayment terms. 8 Creditors: amounts falling due within one year Bank loans and overdrafts Trade creditors Other creditors 9 _Creditors: amounts falling due after more than one year Bank loans and overdrafts Other creditors 2019 2018 396,273 4,254,363 350, 173 902,387 905,087 459,716 1,651,533 5,616,466 2019 2018 4,862,228 4,967,097 259,452 286,223 5,121,680 5,253,320 Page 13 Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 9 Creditors: amounts falling due after more than one year (continued) Creditors which fall due after ?ve years are as follows: Payable by instalments 10 Loans and overdrafts Bank loans Bank overdrafts Payable within one year Payable after one year The bank loans and overdrafts are secured by a ?oating charge over the assets of the company. 11 Called up share capital Ordinary share capital Issued and fully paid 189,002 ordinary shares of ?1 each 12 Revaluation reserve At the beginning and end of the year 2019 2018 3,300,429 3,624,233 2019 2018 5, 179,640 8,518, 167 78,861 703,293 5,258,501 9,221,460 396,273 4,254,363 4,862,228 4,967,097 2019 2018 189,002 189,002 2019 2018 3,482,276 3,482,276 Page 14 Moray Estates Development Company Limited Notes to the ?nancial statements (continued) For the year ended 30 June 2019 13 14 15 16 Pro?t and loss reserves 2019 2018 At the beginning of the year 58,335,215 56,898,350 Pro?t for the year 4,505,024 1,436,865 At the end ofthe year 62,840,239 58,335,215 The above includes distributable pro?t and loss reserves totalling as at 30 June 2019 (2018 - ?9,435,626). Financial commitments, guarantees and contingent liabilities The company has an obligation to repay government grants of ?2,158 if the land held in the woodland grant scheme is not maintained in accordance with the scheme details. The contingent liabilities for the . grant will expire as follows: Amount of grant 2020 2,158 The company has granted a standard security over land at Culblair, Woodend, Easter Dalziel and Kerrowgair in favour of lnverness Airport Business Park Limited. Operating lease commitments At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows: 2019 2018 ,5 - ,2 201,422 78,230 Parent company The parent undertaking of the company is Moray Estates Holdings Limited, a private limited company registered in the United Kingdom. The registered of?ce of Moray Estates Holdings Limited is 5 Atholl Crescent, Edinburgh, EH3 The company's ultimate controlling party is Lord Moray. 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