ACCOUNTS - Final Accounts

Registered number: 13308318

MERCHANT LAND PORTFOLIO 3 LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

MERCHANT LAND PORTFOLIO 3 LIMITED

REGISTERED NUMBER: 13308318

BALANCE SHEET

AS AT 31 OCTOBER 2025

		2025		2024
Note		£		£

Fixed assets
Investment property	4		1,450,000		1,550,000
Current assets
Debtors: amounts falling due within one year	5	6,782		5,079

Creditors: amounts falling due within one year	6	(1,073,351)		(1,118,081)
Net current liabilities			(1,066,569)		(1,113,002)
Total assets less current liabilities			383,431		436,998
Provisions for liabilities
Deferred tax	7		(49,529)		(74,529)
Net assets			333,902		362,469

Capital and reserves
Called up share capital	8	100	100
Revaluation reserve		148,586	223,586
Profit and loss account		185,216	138,783
		333,902	362,469

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 July 2026.

M.G. Khaku

Director

The notes on pages 2 to 7 form part of these financial statements.

Page 1

MERCHANT LAND PORTFOLIO 3 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

1.	General information

Merchant Land Portfolio 3 Limited (the "Company") is a private company, limited by shares, incorporated in England and Wales. The registered office is 61 Charlotte Street, London, W1T 4PF.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Going concern

After the year end the Company sold all of its units and as a result its ability to continue as a going concern is dependent on it undertaking further activity, however the directors have no immediate plans to do so. The directors have therefore prepared the financial statements on a non-going concern basis.

Assets have been stated at their estimated recoverable amounts and liabilities have been recognised and measured at the amounts legally due.

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rental income

The Company generates rental income from investment properties let to third parties. Sales invoices are raised monthly in advance for services provided. Revenue is recognised in the accounting period in which the services are rendered.

Page 2

MERCHANT LAND PORTFOLIO 3 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

2.4

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.5

Investment property

Investment property is carried at fair value determined annually and derived from current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of comprehensive income.

2.6

Debtors

Short term debtors are measured at transaction price, less any impairment.

2.7

Creditors

Short-term creditors are measured at the transaction price.

2.8

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Page 3

MERCHANT LAND PORTFOLIO 3 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

2.8

Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 4

MERCHANT LAND PORTFOLIO 3 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

2.8

Financial instruments (continued)

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Employees

The average monthly number of employees, including directors, during the year was 4 (2024 - 4).

4.	Investment property

		Long term leasehold investment property
		£
	Valuation
	At 1 November 2024	1,550,000
	Deficit on revaluation	(100,000)
	At 31 October 2025	1,450,000

The 2025 valuations were made by the directors, on an open market value basis.

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2025	2024
	£	£

Historic cost

1,251,885

Page 5

MERCHANT LAND PORTFOLIO 3 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

Debtors

					2025	2024
					£	£


Other debtors	213	483
Prepayments	6,569	4,596
	6,782	5,079

6.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	2,957	-
Amounts owed to group undertakings	1,038,029	1,110,651
Accruals and deferred income	32,365	7,430
	1,073,351	1,118,081

7.	Deferred taxation

		2025
		£

	At beginning of year	(74,529)
	Charged to profit or loss	25,000
	At end of year	(49,529)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

Unrealised gain on investment property

49,529

74,529

Page 6

MERCHANT LAND PORTFOLIO 3 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

8.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

100 (2024 - 100) Ordinary shares of £1.00 each	100	100

9.	Related party transactions
	Transactions with group companies are not disclosed by virtue of the exemption claimed under FRS 102 Section 1AC 35.

10.	Post balance sheet events

Subsequent to the year end, the Company sold all of its units. As the transaction occurred after the reporting date, no adjustment has been made to the amounts recognised in the financial statements. The Directors consider the sale to be a non-adjusting event after the reporting date.

11.	Controlling party

The immediate parent company is Merchant Land Investments Limited with Holbud Group Limited being
the ultimate parent of the group for which consolidated financial statements are prepared. The registered
office is 61 Charlotte Street, London, W1T 4PF.

Holbud Group Limited prepares group financial statements and copies can be obtained from the Registrar of Companies.

12.	Auditor's information

The auditor's report on the financial statements for the year ended 31 October 2025 was unqualified.

In their report, the auditor emphasised the following matter without qualifying their report:

We draw attention to note 2.2 in the financial statements, which indicates that the property was sold post year end and has no immediate plans to undertake further activity. These conditions indicate that the entity is no longer a going concern and the financial statements have been prepared on a non going concern basis. Assets have been stated at their estimated recoverable amounts and liabilities have been recognised and measured at the amounts legally due. Our opinion is not modified in respect of this matter.

The audit report was signed on 31 July 2026 by Andrew May FCCA (Senior Statutory Auditor) on behalf of Barnes Roffe Audit Limited.

Page 7