Merchants Bay Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Merchants Bay Limited is a private company, limited by shares, incorporated in Northern Ireland, registered number NI685356 . The registered office is Unit 8 Quayside Centre, Strand Road, Londonderry, BT48 7PX.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Going Concern Disclosure

The company has recorded a profit for the year but continues to have a deficit in reserves. The director, having made all reasonable enquiries, considers that pending sales of completed house units will result in profitability increasing and that in continuing to have access to adequate resources to build out the site the company will remain in operational existence for the foreseeable future and accordingly the financial statements have been prepared on the going concern basis.

2.3. Turnover

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

• the Company has transferred the significant risks and rewards of ownership to the buyer;

• the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

• the amount of revenue can be measured reliably;

• it is probable that the Company will receive the consideration due under the transaction; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

• the amount of revenue can be reliably measured;

• it is probable that the Company will receive the consideration due under the contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete can be measured reliably.

2.4. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Work-in-progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

2.5. Financial Instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Debt instruments (other than those wholly repayable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-tern instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at the market rate of interest for a similar debt instrument and subsequently at amortised cost.

...CONTINUED

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Merchants Bay Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 January 2026

2.5. Financial Instruments - continued

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of income and retained earnings.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.6. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.7. Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished work include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is 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.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 1 (2025: 1)

4. Stocks

	2026	2025
	£	£
Work in progress	2,669,842	4,877,949

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Merchants Bay Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 January 2026

5. Debtors

	2026	2025
	£	£
Due within one year
Other debtors	7,501	1

6. Creditors: Amounts Falling Due Within One Year

	2026	2025
	£	£
Bank loans and overdrafts	-	1,547,651
Amounts owed to participating interests	2,802,413	-
Other creditors	166,726	1,563,898

	2,969,139	3,111,549

7. Creditors: Amounts Falling Due After More Than One Year

	2026	2025
	£	£
Amounts owed to participating interests	-	2,106,486

8. Secured Creditors

Security

By a charge created on 9 June 2022 the company created a first-ranking debenture incorporating a fixed and floating charge and negative pledge over all the freehold property known as a development site and registered at the Land Registry under Folios LY 114499, LY 113178 and LY 113177, County Londonderry, being lands at Rossbay, Limavady Road, Londonderry, as security for the payment and discharge of the Secured Obligations to AIB Group (UK) p.l.c.

Interest

The loans carried interest at a margin of 3.25% above the Bank’s Base Rate.

Repayment

The term loan was repaid in full on 29 May 2025 and the revolving credit facility was repaid in full on 20 June 2025.

9. Share Capital

	2026	2025
	£	£
Allotted, Called up and fully paid	1	1

10. Post Balance Sheet Events

There have been no significant events affecting the company since the year end.

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Merchants Bay Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 January 2026

11. Related Party Transactions

By reason of JC McGinnis being a director of Eglinton Developments Limited and McGinnis Developments (North West) Limited each are regarded by the director as being a related party.

Eglinton Developments Limited

Due to Eglinton Developments Limited

£2,802,413

McGinnis Developments (North West) Limited

By a Deed of Priority between the company, McGinnis Developments (North West) Limited and AIB Group (UK) p.l.c. it was agreed that the indebtedness of the company to McGinnis Developments (North West) Limited be subordinated to the obligations of the company to the bank as set out in the loan documents, and as a consequence the debt due to the bank ranked in priority in all respects. All debt due to the bank as Senior Creditor was repaid in full by 20 June 2025 leaving the company free to deal with the indebtedness due to McGinnis Developments (North West) Limited.

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		2026		2025
	Notes	£	£	£	£
CURRENT ASSETS
Stocks	4	2,669,842		4,877,949
Debtors	5	7,501		1
Cash at bank and in hand		18,968		13,615

		2,696,311		4,891,565
Creditors: Amounts Falling Due Within One Year	6	(2,969,139 )		(3,111,549 )

NET CURRENT ASSETS (LIABILITIES)			(272,828 )		1,780,016

TOTAL ASSETS LESS CURRENT LIABILITIES			(272,828 )		1,780,016

Creditors: Amounts Falling Due After More Than One Year	7		-		(2,106,486 )

NET LIABILITIES			(272,828 )		(326,470 )

CAPITAL AND RESERVES
Called up share capital	9		1		1
Profit and Loss Account			(272,829 )		(326,471 )

SHAREHOLDERS' FUNDS			(272,828)		(326,470)