REGISTERED NUMBER: SC178696 (Scotland)

Financial Statements for the Year Ended 31 December 2024

for

Ocean Terminal Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

D Gaffney

C Richardson

REGISTERED OFFICE:

c/o Brodies LLP

110 Queen Street

Glasgow

G1 3BX

REGISTERED NUMBER:

SC178696 (Scotland)

AUDITORS:

McLay McAlister & McGibbon LLP

Chartered Accountants and Statutory Auditors

145 St Vincent Street

Glasgow

G2 5JF

FIXED ASSETS

Investment property

4

35,030,061

29,786,652

CURRENT ASSETS

Debtors

5

4,379,544

1,909,217

Cash at bank

165,370

1,646,778

4,544,914

3,555,995

CREDITORS

Amounts falling due within one year

6

(43,680,353

)

(34,866,479

)

NET CURRENT LIABILITIES

(39,135,439

)

(31,310,484

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,105,378

)

(1,523,832

)

CAPITAL AND RESERVES

Called up share capital

29,139,700

29,139,700

Share premium

28,013,117

28,013,117

Other reserves

31,420,090

31,420,090

Retained earnings

(92,678,285

)

(90,096,739

)

(4,105,378

)

(1,523,832

)

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 Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 1 May 2026 and were signed on its behalf by:

D Gaffney - Director

1.	STATUTORY INFORMATION

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

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The current loan facility agreement has now expired and negotiations regarding its extension are ongoing with no formal agreement having yet been reached. The lenders have provided a letter of comfort stating that they will not initiate any actions that would have a material adverse effect on the company's operations or their value of assets and liabilities at 31 December 2024.

The directors are confident that the lenders will continue to support the business and as such conclude that the company will continue to operate for the next 12 months. However, the directors acknowledge that if the facility is not extended this may cast significant doubt on the company's ability to continue as a going concern.

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

Revenue recognition

Rental income from investment property leased out under operating leases is recognised in the statement of comprehensive income on a straight-line basis over the term of the lease. The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the directors are reasonable certain that the tenant will exercise that option.

Contingent rents, such as turnover rents, rent reviews and indexation, are recorded as income in the periods in which they are earned.

Rent reviews are recognised when such review have been agreed with tenants.

When the company provides incentives to its tenants, the cost of the incentives are recognised over the lease term, on a straight-line basis, as a reduction of rental income.

Investment property

Investment properties for which fair value can be measured reliably without undue cost or effort on an ongoing basis are measured at fair value annually with any change recognised in the profit and loss account.

This is in accordance with FRS 102 which, unlike the Companies Act 2006, does not require depreciation of

investment properties. Investment properties are held for their investment potential and not for use by the company so their current value is of prime importance. The departure from the provisions of the act is required in order to give a true and fair view.

Debtors

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

Cash and cash equivalents

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

Creditors

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2024

29,786,652

Additions

5,243,409

At 31 December 2024

35,030,061

NET BOOK VALUE

At 31 December 2024

35,030,061

At 31 December 2023

29,786,652

The component parts of the Investment Property were valued during 2022 by BNP Paribas Real Estate and Savills at a total figure of £26.29m (2021 valuation: £20.5m). The directors believe the previous valuation plus the current and prior year additions provide an appropriate valuation of the property as at the year end date.

The historical cost of the company's investment property as at 31 December 2024 was £107.2m (2023: £102.0m).

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

99,046

38,024

Other debtors

4,280,498

1,871,193

4,379,544

1,909,217

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans and overdrafts

33,314,568

26,927,114

Trade creditors

30,174

17,676

Other creditors

10,335,611

7,921,689

43,680,353

34,866,479

7.	SECURED DEBTS

The following secured debts are included within creditors:

31.12.24

31.12.23

£

£

Bank loans

33,314,568

26,927,114

The above loan is secured with fixed and floating charges over the company assets, and a standard security over the property to which they relate.

The loan is repayable on demand. Interest is payable at 7% per annum.

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Paul Martin (Senior Statutory Auditor)

for and on behalf of McLay McAlister & McGibbon LLP

9.	FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES

In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

10.	POST BALANCE SHEET EVENTS

On 15 January 2026, an amount of land for development and its associated debt was transferred out of Ocean Terminal Limited to a new SPV. As part of this the ongoing loan facility was extended to 30 January 2026.

The loan facility was then acquired by another lender on 27 January 2026. On that same date, 100% of the issued share capital of the company was acquired by The Nova Network Scotland Limited.

11.	ULTIMATE CONTROLLING PARTY

Prior to a refinancing arrangement the immediate parent company was ICG-Longbow Debt Investments No. 4 SARL, a company incorporated in Luxembourg. The ultimate parent company was ICG-Longbow UK Real Estate Debt Investments IV SCSP, a company incorporated in Luxembourg.

Subsequent to a refinancing arrangement on 27 January 2026, where they acquired 100% of the issued share capital, the ultimate parent company is The Nova Network Scotland Limited, a company incorporated in Scotland.