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Registration number: 07337308

Merrygill Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 30 November 2025

Merrygill Limited

Contents

Company Information | 1
Strategic Report | 2
Directors' Report | 3 to 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 9
Consolidated Profit and Loss Account | 10
Consolidated Statement of Comprehensive Income | 11
Consolidated Balance Sheet | 12
Balance Sheet | 13
Consolidated Statement of Changes in Equity | 14
Statement of Changes in Equity | 15
Consolidated Statement of Cash Flows | 16 to 17
Notes to the Financial Statements | 18 to 35

Merrygill Limited

Company Information

Directors | G J Hartley NI Hartley

Company secretary | NI Hartley

Registered office | Home Farm Buildings Home Farm Kirkby Stephen Cumbria CA17 4AP

Auditors | Walter Dawson & Son Chartered Accountants & Statutory Auditor1st Floor, Unit A4 Old Power Way Lowfields Business Park Elland West Yorkshire HX5 9DE

Merrygill Limited

Strategic Report for the Year Ended 30 November 2025

The directors present their strategic report for the year ended 30 November 2025.

Principal activity

The principal activity of the group is is to operate as a holding entity.

Fair review of the business

The objectives set out at the commencement of the year by the Directors have been met.
The Directors regard profitability and management of capital requirements as key performance indicators and are satisfied with the results of the group. Capital reserves are more than adequate to meet the trading requirements of the group and support planned growth in sales. The group companies supply a large and diverse customer base and the directors consider the business risk well mitigated.

Principal risks and uncertainties

The greatest risk to the group comes from a significant downturn in leisure and travel within the UK. The Directors are satisfied that the group is compliant in all significant risk areas of health and safety and employment law and they continue to monitor developments in these areas.

Approved and authorised by the Board on 4 August 2026 and signed on its behalf by:

......................................... G J Hartley Director

Merrygill Limited

Directors' Report for the Year Ended 30 November 2025

The directors present their report and the for the year ended 30 November 2025.

Directors of the group

The directors who held office during the year were as follows:

G J Hartley

NI Hartley - Company secretary and director

N A Young
Other changes in directors holding office are as follows:
M J Gannon (ceased 24 April 2026)
A M Low (appointed 26 January 2026)

Political donations

During the year the group made political donations of £5,000. Individual donations to UK political parties were:

| £
Liberal Democrats | 5,000

Charitable Contributions

The group has made the following charitable donations:
£20,000 for the relief of suffering via Christian charities,
£43,000 to Cumbria Community Foundation,
£33,274 to World Vision,
£17,000 Foundation Scotland,
£10,000 to Better Tomorrow Trust, and
£2,086 to various other causes.

Future developments

The Directors pursue a plan of steady growth with measures to improve sales. Operational constraints are closely monitored and planning allows for forecast growth. Operational efficiencies are expected to improve further with planned investment in training, new equipment and better use of existing space.

Directors' liabilities

The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

Merrygill Limited

Directors' Report for the Year Ended 30 November 2025

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 4 August 2026 and signed on its behalf by:

......................................... G J Hartley Director

Merrygill Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Merrygill Limited

Independent Auditor's Report to the Members of Merrygill Limited

Opinion

We have audited the financial statements of Merrygill Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the group's and the parent company's affairs as at 30 November 2025 and of the group's profit for the year then ended;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Merrygill Limited

Independent Auditor's Report to the Members of Merrygill Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• | the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• | the parent company financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Merrygill Limited

Independent Auditor's Report to the Members of Merrygill Limited

| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and form our commercial knowledge and experience of the sector; - we focussed on specific laws and regulations which considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting any legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was a susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
| To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates and where indicative of potential bias; and - investigated the rationale behind any significant or unusual transactions.
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - enquiring of management as to actual and potential litigation and claims; and - reviewing any correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Merrygill Limited

Independent Auditor's Report to the Members of Merrygill Limited

Use of this report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
John Richard Hall (Senior Statutory Auditor)
For and on behalf of Walter Dawson & Son, Statutory Auditor
1st Floor, Unit A4
Old Power Way
Lowfields Business Park
Elland
West Yorkshire
HX5 9DE

4 August 2026

Merrygill Limited

Consolidated Profit and Loss Account for the Year Ended 30 November 2025

| Note | 2025 £ | (As restated) 2024 £
Turnover | 3 | 14,662,493 | 15,245,479
Cost of sales |  | (8,293,899) | (8,671,628)
Gross profit |  | 6,368,594 | 6,573,851
Distribution costs |  | (772,578) | (826,159)
Administrative expenses |  | (4,492,520) | (4,618,980)
Other operating income | 4 | 5,792 | 6,014
Operating profit | 6 | 1,109,288 | 1,134,726
Other interest receivable and similar income | 7 | 117,512 | 157,315
Interest payable and similar expenses | 8 | 9,886 | 11,488
|  | 127,398 | 168,803
Profit before tax |  | 1,236,686 | 1,303,529
Tax on profit | 12 | (331,781) | (321,641)
Profit for the financial year |  | 904,905 | 981,888
Profit/(loss) attributable to: |  |  |
Owners of the company |  | 904,905 | 1,364,879
Minority interests |  | - | (382,991)
|  | 904,905 | 981,888

The group has no recognised gains or losses for the year other than the results above.

Merrygill Limited

Consolidated Statement of Comprehensive Income for the Year Ended 30 November 2025

| 2025 £ | (As restated) 2024 £
Profit for the year | 904,905 | 981,888
Total comprehensive income for the year | 904,905 | 981,888
Total comprehensive income attributable to: |  |
Owners of the company | 904,905 | 1,364,879
Minority interests | - | (382,991)
| 904,905 | 981,888

Merrygill Limited

(Registration number: 07337308)
Consolidated Balance Sheet as at 30 November 2025

| Note | 2025 £ | (As restated) 2024 £
Fixed assets |  |  |
Intangible assets | 13 | 207,357 | 71,108
Tangible assets | 14 | 3,014,514 | 2,567,322
Investments | 15 | 100,936 | -
Other financial assets | 16 | 52,226 | 50,000
|  | 3,375,033 | 2,688,430
Current assets |  |  |
Stocks | 17 | 2,300,149 | 2,260,031
Debtors | 18 | 1,308,201 | 1,183,343
Cash at bank and in hand |  | 4,076,653 | 3,819,447
|  | 7,685,003 | 7,262,821
Creditors: Amounts falling due within one year | 19 | (1,365,599) | (1,143,149)
Net current assets |  | 6,319,404 | 6,119,672
Total assets less current liabilities |  | 9,694,437 | 8,808,102
Provisions for liabilities | 20 | (139,240) | (157,810)
Net assets |  | 9,555,197 | 8,650,292
Capital and reserves |  |  |
Called up share capital | 22 | 5,000 | 5,000
Share premium reserve | 23 | 199,214 | 199,214
Retained earnings | 23 | 9,350,983 | 8,446,078
Equity attributable to owners of the company |  | 9,555,197 | 8,650,292
Shareholders' funds |  | 9,555,197 | 8,650,292

Approved and authorised by the Board on 4 August 2026 and signed on its behalf by:

......................................... G J Hartley Director
......................................... NI Hartley Company secretary and director

Merrygill Limited

(Registration number: 07337308)
Balance Sheet as at 30 November 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 14 | 1,606,920 | 1,023,059
Investments | 15 | 1,504,937 | 1,403,999
|  | 3,111,857 | 2,427,058
Current assets |  |  |
Debtors | 18 | 11,284 | 2,532,046
Cash at bank and in hand |  | 3,348,711 | -
|  | 3,359,995 | 2,532,046
Creditors: Amounts falling due within one year | 19 | (82,742) | (20,836)
Net current assets |  | 3,277,253 | 2,511,210
Net assets |  | 6,389,110 | 4,938,268
Capital and reserves |  |  |
Called up share capital | 22 | 5,000 | 5,000
Retained earnings |  | 6,384,110 | 4,933,268
Shareholders' funds |  | 6,389,110 | 4,938,268

The company made a profit after tax for the financial year of £1,450,842 (2024 - profit of £3,153,124).

Approved and authorised by the Board on 4 August 2026 and signed on its behalf by:

......................................... G J Hartley Director
......................................... NI Hartley Company secretary and director

Merrygill Limited

Consolidated Statement of Changes in Equity for the Year Ended 30 November 2025
Equity attributable to the parent company

| Share capital £ | Share premium £ | Retained earnings £ | Total £
At 1 December 2024 | 5,000 | 199,214 | 8,446,078 | 8,650,292
Profit for the year | - | - | 904,905 | 904,905
At 30 November 2025 | 5,000 | 199,214 | 9,350,983 | 9,555,197

| Total equity £
At 1 December 2024 | 8,650,292
Profit for the year | 904,905
At 30 November 2025 | 9,555,197

| Share capital £ | Share premium £ | Retained earnings £ | Total £
At 1 December 2023 | 5,000 | 162,797 | 7,181,199 | 7,348,996
Profit/(loss) for the year | - | - | 1,364,879 | 1,364,879
Dividends | - | - | (100,000) | (100,000)
New share capital subscribed | - | 7,942 | - | 7,942
Other share premium reserve movements | - | 28,475 | - | 28,475
Increase in ownership interests in subsidiaries | - | - | - | -
At 30 November 2024 | 5,000 | 199,214 | 8,446,078 | 8,650,292

| Non-controlling interests - Equity £ | Total equity £
At 1 December 2023 | 953,603 | 8,302,599
Profit/(loss) for the year | (382,991) | 981,888
Dividends | - | (100,000)
New share capital subscribed | - | 7,942
Other share premium reserve movements | - | 28,475
Increase in ownership interests in subsidiaries | (570,612) | (570,612)
At 30 November 2024 | - | 8,650,292

Merrygill Limited

Statement of Changes in Equity for the Year Ended 30 November 2025

| Share capital £ | Retained earnings £ | Total £
At 1 December 2024 | 5,000 | 4,933,268 | 4,938,268
Profit for the year | - | 1,450,842 | 1,450,842
At 30 November 2025 | 5,000 | 6,384,110 | 6,389,110

| Share capital £ | Retained earnings £ | Total £
At 1 December 2023 | 5,000 | 1,880,144 | 1,885,144
Profit for the year | - | 3,153,124 | 3,153,124
Dividends | - | (100,000) | (100,000)
At 30 November 2024 | 5,000 | 4,933,268 | 4,938,268

Merrygill Limited

Consolidated Statement of Cash Flows for the Year Ended 30 November 2025

| Note | 2025 £ | (As restated) 2024 £
Cash flows from operating activities
Profit for the year |  | 904,905 | 981,888
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 6 | 298,983 | 304,324
(Profit)/loss on disposal of tangible assets | 5 | (3,721) | 4,410
Finance income | 7 | (117,512) | (157,315)
Finance costs |  | 1,658 | -
Corporation tax expense | 12 | 331,781 | 321,641
|  | 1,416,094 | 1,454,948
Working capital adjustments |  |  |
Increase in stocks | 17 | (40,118) | (73,984)
(Increase)/decrease in debtors | 18 | (124,858) | 35,217
Increase/(decrease) in creditors | 19 | 126,823 | (350,626)
Cash generated from operations |  | 1,377,941 | 1,065,555
Corporate taxes paid |  | (254,724) | (379,188)
Net cash flow from operating activities |  | 1,123,217 | 686,367
|  | - | -
Cash flows from investing activities |  |  |
Interest received | 7 | 117,512 | 157,315
Acquisitions of tangible assets | 14 | (745,568) | (499,802)
Proceeds from sale of tangible assets |  | 10,501 | 2,268
Acquisition of intangible assets | 13 | (143,636) | (71,108)
Acquisition of financial investments other than trading investments |  | (103,162) | (50,000)
Investments in subsidiaries |  | - | (542,176)
Net cash flows from investing activities |  | (864,353) | (1,003,503)
Cash flows from financing activities |  |  |
Interest paid |  | (1,658) | -
Proceeds from issue of ordinary shares, net of issue costs |  | - | 7,980
Amount introduced/withdrawn by directors |  | - | 21,511
Dividends paid |  | - | (100,000)
Net cash flows from financing activities |  | (1,658) | (70,509)
Net increase/(decrease) in cash and cash equivalents |  | 257,206 | (387,645)
Cash and cash equivalents at 1 December |  | 3,819,447 | 4,207,092

Merrygill Limited

Consolidated Statement of Cash Flows for the Year Ended 30 November 2025

| Note | 2025 £ | (As restated) 2024 £
Cash and cash equivalents at 30 November |  | 4,076,653 | 3,819,447

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

1 | General information

The company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office is:
Home Farm Buildings
Home Farm
Kirkby Stephen
Cumbria
CA17 4AP

These financial statements were authorised for issue by the Board on 4 August 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are presented in sterling which is the functional currency of the company and rounded in the nearest £.

Individual Income Statement

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 November 2025.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The financial statements have been prepared on a going concern basis.

Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

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

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Freehold property | 2% on cost
Short leasehold | in accordance with the property
Plant and machinery | 20% on reducing balance
Fixtures and Fittings | 15% on reducing balance
Motor Vehicles | 25% on reducing balance
Office Equipment | 25% on reducing balance

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Computer software | Amortised evenly over the estimated useful life of ten years.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.
Recognition and measurement
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Debt instruments are subsequently measured at amortised cost.
Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Impairment
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

3 | Turnover

The analysis of the group's turnover for the year from continuing operations is as follows:

| 2025 £ | (As restated) 2024 £
Sale of goods | 14,662,493 | 15,245,479

The analysis of the group's turnover for the year by class of business is as follows:

| 2025 £ | (As restated) 2024 £
Class 1 | 14,662,493 | 15,245,479

The analysis of the group's turnover for the year by market is as follows:

| 2025 £ | (As restated) 2024 £
UK | 14,653,326 | 15,198,863
Europe | 2,128 | 11,801
Rest of world | 7,039 | 34,815
| 14,662,493 | 15,245,479

4 | Other operating income

The analysis of the group's other operating income for the year is as follows:

| 2025 £ | (As restated) 2024 £
Miscellaneous other operating income | 5,792 | 6,014

5 | Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

| 2025 £ | 2024 £
Gain/(loss) on disposal of tangible assets | 3,721 | (4,410)

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

6 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 291,596 | 304,324
Amortisation expense | 7,387 | -
Operating lease expense - property | 77,795 | 109,461
Operating lease expense - plant and machinery | 7,610 | -
(Profit)/loss on disposal of property, plant and equipment | (3,721) | 4,410

7 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest income on financial assets | 2,163 | -
Interest income on investments | 4,907 | -
Interest income on bank deposits | 110,442 | 157,315
| 117,512 | 157,315

8 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowings | 2 | 3,463
Interest expense on other finance liabilities | 1,309 | 697
Foreign exchange losses | (11,544) | (15,948)
Other finance costs | 347 | 300
| (9,886) | (11,488)

9 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | (As restated) 2024 £
Wages and salaries | 2,556,048 | 2,433,099
Social security costs | 284,206 | 218,723
Other short-term employee benefits | 2,373 | 1,243
Pension costs, defined contribution scheme | 311,691 | 657,616
Other employee expense | 66,886 | 82,198
| 3,221,204 | 3,392,879

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Production | 15 | 14
Administration and support | 17 | 17
Sales | 19 | 19
Operations | 36 | 40
Directors | 4 | 5
| 91 | 95

10 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | (As restated) 2024 £
Remuneration | 257,935 | 237,083
Contributions paid to money purchase schemes | 107,933 | 468,686
| 365,868 | 705,769

During the year the number of directors who were receiving benefits and share incentives was as follows:

| 2025 No. | 2024 No.
Accruing benefits under money purchase pension scheme | 3 | 5

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 89,844 | 12,600
Company contributions to money purchase pension schemes | 40,449 | 180,000

11 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 22,400 | 21,375

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

12 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 350,351 | 306,148
Deferred taxation |  |
Arising from origination and reversal of timing differences | (18,570) | 15,493
Tax expense in the income statement | 331,781 | 321,641

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | (As restated) 2024 £
Profit before tax | 1,236,686 | 1,303,529
Corporation tax at standard rate | 309,172 | 325,882
Tax increase from effect of capital allowances and depreciation | 22,502 | 17,959
Effect of expense not deductible in determining taxable profit (tax loss) | 107 | (21,780)
Decrease in UK and foreign current tax from unrecognised temporary difference from a prior period | - | (420)
Total tax charge | 331,781 | 321,641

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

13 | Intangible assets

Group

| Goodwill £ | Internally generated software development costs £ | Total £
Cost or valuation
At 1 December 2024 | 305,310 | 71,108 | 376,418
Additions acquired separately | - | 143,636 | 143,636
At 30 November 2025 | 305,310 | 214,744 | 520,054
Amortisation
At 1 December 2024 | 305,310 | - | 305,310
Amortisation charge | - | 7,387 | 7,387
At 30 November 2025 | 305,310 | 7,387 | 312,697
Carrying amount
At 30 November 2025 | - | 207,357 | 207,357
At 30 November 2024 | - | 71,108 | 71,108

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

14 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Total £
Cost or valuation
At 1 December 2024 | 2,383,329 | 1,948,437 | 158,587 | 4,490,353
Additions | 635,910 | 109,658 | - | 745,568
Disposals | - | (9,582) | (25,247) | (34,829)
At 30 November 2025 | 3,019,239 | 2,048,513 | 133,340 | 5,201,092
Depreciation
At 1 December 2024 | 579,557 | 1,243,596 | 99,878 | 1,923,031
Charge for the year | 82,617 | 195,487 | 13,492 | 291,596
Eliminated on disposal | - | (7,539) | (20,510) | (28,049)
At 30 November 2025 | 662,174 | 1,431,544 | 92,860 | 2,186,578
Carrying amount
At 30 November 2025 | 2,357,065 | 616,969 | 40,480 | 3,014,514
At 30 November 2024 | 1,803,772 | 704,841 | 58,709 | 2,567,322

Included within the net book value of land and buildings above is £1,606,920 (2024 - £1,023,059) in respect of freehold land and buildings and £750,144 (2024 - £780,713) in respect of short leasehold land and buildings.

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Company

| Land and buildings £ | Total £
Cost or valuation
At 1 December 2024 | 1,289,321 | 1,289,321
Additions | 618,783 | 618,783
At 30 November 2025 | 1,908,104 | 1,908,104
Depreciation
At 1 December 2024 | 266,262 | 266,262
Charge for the year | 34,922 | 34,922
At 30 November 2025 | 301,184 | 301,184
Carrying amount
At 30 November 2025 | 1,606,920 | 1,606,920
At 30 November 2024 | 1,023,059 | 1,023,059

Included within the net book value of land and buildings above is £1,606,920 (2024 - £1,023,059) in respect of freehold land and buildings.

Merrygill Limited purchased the premises at 70 Nasmyth Road on 7 January 2025.

As the entity rents the premises to other group entities, the entity accounts for the premises as property, plant and equipment. This has been recognised at cost in accordance with FRS102 Section 17.

15 | Investments

Group & Company

| 2025 £ | 2024 £
Investments in subsidiaries | 1,404,001 | 1,403,999
Other investments | 100,936 | -
| 1,504,937 | 1,403,999

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Subsidiaries | £
Cost or valuation
At 1 December 2024 | 1,403,999
Additions | 2
At 30 November 2025 | 1,404,001
Provision
Carrying amount
At 30 November 2025 | 1,404,001
At 30 November 2024 | 1,403,999

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
Out of Eden Limited | Home Farm Buildings, Home Farm, Kirkby Stephen, Cumbria, CA17 4AP United Kingdom | Ordinary Shares | 100% | 100%
Dusal Limited | 70 Nasmyth Road, Southfield Industrial Estate, Glenrothes, Fife, KY6 2SD United Kingdom | Ordinary Shares | 100% | 100%
Cole & Lewis Limited | 6th Floor 9 Appold Street, London, EC2A 2AP United Kingdom | Ordinary Shares | 100% | 0%

Subsidiary undertakings
Out of Eden Limited The principal activity of Out of Eden Limited is sale of hotel hospitality supplies.
Dusal Limited The principal activity of Dusal Limited is manufacture of quality bedding.
Cole & Lewis Limited The principal activity of Cole & Lewis Limited is that of a dormant company.

N I Hartley transferred shares in Cole & Lewis Limited to Merrygill Limited on 29 April 2025.

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Other investments

Merrygill Limited has agreed to provide the borrower with a secured term loan facility of £100,000. The borrower has agreed to proffer the property as security for the said loan facility and to pay interest on
the loan during the term of 15 years at the rate of 5% per annum.

16 | Fixed Asset Investments

Group

| Fixed Asset Investment at cost less impairment £ | Total £
Fixed Asset investments
Cost or valuation
At 1 December 2024 | 50,000 | 50,000
Additions | 2,226 | 2,226
At 30 November 2025 | 52,226 | 52,226
Impairment
Carrying amount
At 30 November 2025 | 52,226 | 52,226

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

17 | Stocks

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Other inventories | 2,300,149 | 2,260,031 | - | -

Group

18 | Debtors

| Group | Company
Current | 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors | 1,114,875 | 1,066,368 | - | -
Amounts owed by related parties | - | - | 2,686 | 2,532,046
Other debtors | 12,169 | 4,780 | 8,598 | -
Prepayments | 179,412 | 112,195 | - | -
Accrued income | 1,745 | - | - | -
| 1,308,201 | 1,183,343 | 11,284 | 2,532,046

19 | Creditors

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |
Trade creditors | 633,744 | 352,772 | 1,182 | -
Social security and other taxes | 350,477 | 369,836 | 10,415 | -
Outstanding defined contribution pension costs | 33,466 | 7,382 | - | -
Other payables | 725 | 67,745 | - | -
Accruals | 98,412 | 192,266 | 9,223 | 19,506
Corporation tax liability | 248,775 | 153,148 | 61,922 | 1,330
| 1,365,599 | 1,143,149 | 82,742 | 20,836

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

20 | Provisions for liabilities

Group

| Deferred tax £ | Total £
At 1 December 2024 | 157,810 | 157,810
Increase (decrease) in existing provisions | (18,570) | (18,570)
At 30 November 2025 | 139,240 | 139,240

21 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £311,691 (2024 - £657,616).
Contributions totalling £33,466 (2024 - £7,382) were payable to the scheme at the end of the year and are included in creditors.

22 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary Shares of £0.50 each | 10,000 | 5,000 | 10,000 | 5,000

23 | Reserves

Group

Profit and loss account

This reserve records retained earnings and accumulated losses.

Share Premium

This represents the excess over par value of shares issued.

Minority Interest

This is the amount of capital and reserves attributable to shares in subsidiaries included in the consolidation that are held by persons other than the parent and its subsidiaries.

Merrygill Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

24 | Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 66,571 | 67,817
Later than one year and not later than five years | 200,687 | 224,949
Later than five years | - | 14,487
| 267,258 | 307,253

The amount of non-cancellable operating lease payments recognised as an expense during the year was £267,258 (2024 - £109,461).

25 | Dividends

|  | 2025 |  | 2024
|  | £ |  | £
Interim dividend of £Nil (2024 - £10.00) per ordinary share |  | - |  | 100,000

26 | Related party transactions

Group

Expenditure with and payables to related parties

2025 | Other related parties £
Leases | 13,333

2024 | Key management £ | Other related parties £
Leases | 14,000 | 40,000

27 | Parent and ultimate parent undertaking

The ultimate controlling party is N I Hartley and G J Hartley.