REGISTERED NUMBER: SC797226 (Scotland)

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 31 JANUARY 2024 TO 30 APRIL 2025

FOR

GBY INVESTMENTS HOLDINGS LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

K Kelly

REGISTERED OFFICE:

512 Blochairn Road

Glasgow

G21 2DZ

REGISTERED NUMBER:

SC797226 (Scotland)

ACCOUNTANTS:

Donachie Chartered Accountants

2nd Floor

Templeton House

62 Templeton Street

Glasgow

G40 1DA

SOLICITORS:

Wright, Johnston & Mackenzie LLP

319 St Vincent St

Glasgow

G2 5RZ

FIXED ASSETS

Investments

4

2,400,000

CURRENT ASSETS

Debtors

5

1

NET CURRENT ASSETS

1

TOTAL ASSETS LESS CURRENT LIABILITIES

2,400,001

CAPITAL AND RESERVES

Called up share capital

6

2,400,001

SHAREHOLDERS' FUNDS

2,400,001

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 30 April 2025.

The members have not required the company to obtain an audit of its financial statements for the period ended 30 April 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 29 October 2025 and were signed by:

K Kelly - Director

1.	STATUTORY INFORMATION

GBY Investments Holdings Ltd 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 GBY Investments Holdings Ltd 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 recognised at cost.

Taxation

Taxation for the period 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 period 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 1 .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

4,000,000

Disposals

(1,600,000

)

At 30 April 2025

2,400,000

NET BOOK VALUE

At 30 April 2025

2,400,000

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

GBY Group Limited

Registered office: 512 Blochairn Road, Glasgow, G21 2DZ.

Nature of business: Sale of Building Materials

%

Class of shares:

holding

Ordinary shares of £1 each

100.00

2025

£

Aggregate capital and reserves

774,869

Profit for the period

473,014

As part of the group reorganisation and demerger of GBY Holdings Limited from the group, the following transactions have taken place;

On 22 November 2024 the Company acquired GBY Holdings Limited for £4,000,000 in exchange for an allotment of 4,000,000 Ordinary shares of £1 each in the Company.

On 22 November 2024, GBY Holdings Limited transferred its 100% interest in GBY Group Limited to the Company for £nil consideration.

On 25 November 2024 the Company transferred its 100% interest in GBY Holdings Limited to GBY Investments Ltd (Note 7).

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other debtors

1

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

2,400,001

Ordinary

£1

2,400,001

The following shares were allotted and fully paid during the year.

On 31 January 2024 the company issued 1 Ordinary share of £1 for cash.

On 22 November 2024 the Company issued 4,000,000 Ordinary shares of £1 each in exchange for the acquisition of the entire share capital of GBY Holdings Limited.

On 25 November 2024 as part of the group reorganisation and demerger of GBY Holdings Limited, the issued share capital of the Company was reduced from £4,000,001 to £2,400,001 by cancelling and extinguishing 1,600,000 of the issued Ordinary Shares of £1 each in the capital of the Company. In consideration of the cancellation of the ordinary shares in the Company, the Company transferred its entire holding in GBY Holdings Limited to GBY Investments Ltd. In return GBY Investments Ltd will issue 1,600,000 Ordinary shares of £1 each to the existing shareholder of the Company, K Kelly.

7.	RELATED PARTY DISCLOSURES

During the period, total dividends of £100,000 were paid to the director .

The company considers key management to be its director.

8.	ULTIMATE CONTROLLING PARTY

The controlling party is K Kelly.