REGISTERED NUMBER: SC444415 (Scotland)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

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

-

-

Investment property

5

1,000,000

-

1,000,000

-

CURRENT ASSETS

Cash at bank

1,433

1,433

CREDITORS

Amounts falling due within one year

6

300,334

-

NET CURRENT (LIABILITIES)/ASSETS

(298,901

)

1,433

TOTAL ASSETS LESS CURRENT LIABILITIES

701,099

1,433

CREDITORS

Amounts falling due after more than one year

7

346,733

-

NET ASSETS

354,366

1,433

CAPITAL AND RESERVES

Called up share capital

10

100

100

Retained earnings

354,266

1,333

SHAREHOLDERS' FUNDS

354,366

1,433

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 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 21 September 2026 and were signed by:

D Towill - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

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

Changes in equity

Total comprehensive income

-

352,933

352,933

Balance at 31 December 2025

100

354,266

354,366

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 as modified by the revaluation of certain assets.

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.

Rental income

Rental income is recognised on an accruals basis over the period to which it relates.

Investments in subsidiaries

Investments in subsidiary undertakings are measured at cost less accumulated impairment losses. At each reporting date, the carrying amounts are reviewed for indicators of impairment. Where impairment is identified, the carrying amount is reduced to its recoverable amount and the resulting impairment loss is recognised in profit or loss. Any subsequent reversal of an impairment loss is also recognised in profit or loss.

Investment property

Investment property is measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss in the period in which they arise.

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 director has considered the company’s financial position, its investment property, the administration of its subsidiary and the standstill agreed with Alex & Ben Limited to 30 September 2027.

The director therefore has a reasonable expectation that the company has sufficient resources to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	FIXED ASSET INVESTMENTS

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

At 31 December 2025, the company held 100% of the ordinary share capital of Merchant City Distributors Limited, company number SC244434, whose registered office is at 8 Glenfield Road, Kelvin Industrial Estate, East Kilbride, Glasgow G75 0RA. Its principal activity was that of electrical wholesalers and distributors.

The latest financial information available to the director was for the year ended 31 December 2024 and showed aggregate capital and reserves of £229,940 and a loss for the year of £3,742. No financial information for the year ended 31 December 2025 was available at the date these financial statements were approved.

The investment was held at cost of £226,125 at both 31 December 2024 and 31 December 2025. Accumulated impairment losses were £226,125 at both dates, resulting in a net carrying amount of £nil. No additional impairment loss or reversal of impairment was recognised during the current financial year.

Merchant City Distributors Limited entered administration on 7 April 2026.

Further information concerning the administration is provided in note 13.

5.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

Additions

650,000

Revaluations

350,000

At 31 December 2025

1,000,000

NET BOOK VALUE

At 31 December 2025

1,000,000

Fair value at 31 December 2025 is represented by:

£

Valuation in 2025

350,000

Cost

650,000

1,000,000

If investment property had not been revalued it would have been included at the following historical cost:

2025

2024

£

£

Cost

650,000

-

Investment property was valued on fair value basis on 31 December 2025 by the director .

The fair value of the investment property at 31 December 2025 was determined by the director by reference to available market evidence and after considering the property’s location, condition, use and prevailing market conditions at the reporting date. No independent professional valuation was obtained specifically at 31 December 2025.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other loans (see note 8)

87,687

-

Amounts owed to group undertakings

208,128

-

Corporation tax

615

-

Accruals and deferred income

3,904

-

300,334

-

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other loans (see note 8)

346,733

-

8.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Other loans

87,687

-

Amounts falling due between one and two years:

Other loans - 1-2 years

103,258

-

Amounts falling due between two and five years:

Other loans - 2-5 years

243,475

-

9.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Other loans

434,420

-

At 31 December 2025, other loans of £434,420 and related accrued interest of £1,904 were secured by a standard security over the company’s investment property at 6-8 Glenfield Road, East Kilbride, registered in the Land Register of Scotland under title number LAN14627.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

£1

100

100

11.	RELATED PARTY DISCLOSURES

During the year, the company charged rental income of £7,452 to Merchant City Distributors Limited, its wholly owned subsidiary. At 31 December 2025, a net amount of £208,128 was due to Merchant City Distributors Limited and was included within amounts owed to group undertakings (2024: £nil).

Further information concerning the subsequent administration of Merchant City Distributors Limited is provided in note 13.

12.	POST BALANCE SHEET EVENTS

On 7 April 2026, Merchant City Distributors Limited, a wholly owned subsidiary of the company, entered administration. The company’s investment in the subsidiary had already been fully impaired and was carried at £nil at 31 December 2025. The director has considered the effect of the administration on amounts due between group companies. The final outcome of the administration remains uncertain.

On 17 September 2026, Alex & Ben Limited agreed a standstill in respect of the company’s £434,420 secured loan until 30 September 2027. No cash repayments of principal or interest are required during that period and the lender has agreed not to enforce its security.

13.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is D Towill.