REGISTERED NUMBER: SC444415 (Scotland)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

MERCHANT CITY GLOBAL HOLDINGS LIMITED

Page

Company Information

1

Balance Sheet

2

Statement of Changes in Equity

3

Notes to the Financial Statements

4

DIRECTOR:

D Towill

REGISTERED OFFICE:

6 Glenfield Road

Kelvin Industrial Estate

East Kilbride

Glasgow

G75 0RA

REGISTERED NUMBER:

SC444415 (Scotland)

ACCOUNTANTS:

Donachie Chartered Accountants

2nd Floor

Templeton House

62 Templeton Street

Glasgow

G40 1DA

FIXED ASSETS

Investments

4

-

226,125

CURRENT ASSETS

Cash at bank

1,433

1,433

CREDITORS

Amounts falling due within one year

5

-

223,209

NET CURRENT ASSETS/(LIABILITIES)

1,433

(221,776

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,433

4,349

CAPITAL AND RESERVES

Called up share capital

6

100

100

Retained earnings

1,333

4,249

SHAREHOLDERS' FUNDS

1,433

4,349

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his 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 director and authorised for issue on 14 May 2026 and were signed by:

D Towill - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

4,327

4,427

Changes in equity

Dividends

-

(1,000

)

(1,000

)

Total comprehensive income

-

922

922

Balance at 31 December 2023

100

4,249

4,349

Changes in equity

Total comprehensive loss

-

(2,916

)

(2,916

)

Balance at 31 December 2024

100

1,333

1,433

1.	STATUTORY INFORMATION

Merchant City Global Holdings 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.

Preparation of consolidated financial statements

The financial statements contain information about Merchant City Global Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are stated at cost less provision for impairment. The carrying value of investments is reviewed by the director where events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment is recognised in the income statement.

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.

Financial instruments

Financial instruments are classified and accounted for as financial assets, financial liabilities or equity instruments, according to the substance of the contractual arrangement.

Financial instruments which are assets are stated at cost less any provision for impairment. Financial liabilities are stated at principal capital amounts outstanding at the period end. Issue costs relating to financial liabilities are deducted from the outstanding balance and are amortised over the period to the due date for repayment of the financial liability.

An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. A financial liability is any contractual arrangement for an entity to deliver cash to the holder of the associated financial instrument.

Going concern

The financial statements have been prepared on a going concern basis. The company’s wholly owned subsidiary, Merchant City Distributors Limited, entered administration on 7 April 2026. The director has considered the impact of this event on the company, including the impairment of the investment in subsidiary undertaking, the company’s future income, the recoverability of any group balances and the company’s ability to meet liabilities as they fall due.

Following recognition of the impairment charge, the company has net assets of £1,433 at 31 December 2024. Based on the information available at the date of approval of these financial statements, the director considers it appropriate to prepare the financial statements on a going concern basis.

The final outcome of the administration process remains uncertain. However, the director does not consider that this prevents the company from continuing as a going concern.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 1 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

226,125

Impairments

(226,125

)

At 31 December 2024

-

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

226,125

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Merchant City Distributors Limited

Registered office: 8 Glenfield Road, Kelvin Industrial Estate, East Kilbride, Glasgow G75 0RA.

Nature of business: Electrical wholesales and distributors

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

229,940

453,891

(Loss)/profit for the year

(3,742

)

57,046

The above disclosure has been prepared using the latest financial information available to the director for Merchant City Distributors Limited. The financial statements of Merchant City Distributors Limited for the year ended 31 December 2024 had not been finalised at the date these financial statements were approved.

The company held a 100% investment in Merchant City Distributors Limited. During the year, the director reviewed the carrying value of this investment in light of events since the end of the year.

Subsequent to the year end, Merchant City Distributors Limited entered administration on 7 April 2026. Having regard to the financial position of Merchant City Distributors Limited, the expected outcome of the administration and the information available at the date of approval of these financial statements, the director considers that the investment is impaired.

An impairment charge of £226,125 has therefore been recognised in the profit and loss account. Following this impairment, the carrying value of the investment in Merchant City Distributors Limited at 31 December 2024 is £nil.

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

-

223,209

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

£1

100

100

7.	POST BALANCE SHEET EVENTS

On 7 April 2026, Merchant City Distributors Limited, a wholly owned subsidiary of the company, entered administration.

The director has considered the impact of this event on the financial statements of Merchant City Global Holdings Limited, including the carrying value of the company’s investment in Merchant City Distributors Limited, the recoverability of any group balances and the appropriateness of the going concern basis of preparation.

The director considers that the circumstances leading to the administration provide evidence of impairment in respect of the company’s investment in Merchant City Distributors Limited at 31 December 2024. Accordingly, an impairment charge of £226,125 has been recognised in these financial statements, reducing the carrying value of the investment to £nil.

The final outcome of the administration process remains uncertain and will depend on the level of asset realisations, creditor claims and any recoveries or settlements arising.

8.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is D Towill.

D Towill is the ultimate controlling party by virtue of his 100% interest in the ordinary share capital of the Company.