Registration number:
Banchory Holdings Limited
for the Year Ended 31 March 2026
Banchory Holdings Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Banchory Holdings Limited
Company Information
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Directors |
J E Hanson N J Hanson S H C Morrish J G Bason |
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Registered office |
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Auditors |
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Banchory Holdings Limited
Strategic Report for the Year Ended 31 March 2026
The directors present their strategic report for the year ended 31 March 2026.
Principal activity
The company is primarily an investment entity and owns 100% of the share capital of La Tua Pasta Limited, whose principal activity is that of the manufacture and sale of food products.
Fair review of the business
Sales increased by 6% from the prior year as a result of increasing sales of ready meals as well as additional sales to M&S offset by lower export sales and sales direct to consumer which slowed after the effect of COVID. Loss before tax was £141,969, a substantial improvement compared to the loss of £330,952 in 2025. The reduction in loss was a result of increased sales offset by lower gross profit percentage. Overheads were largely controlled as a result of the steps management has taken to incorporate artifical intelligence to assist in various repetitive tasks.
As at the balance sheet date the group had net liabilities of £4,685,335 compared with £4,374,258 as at 31 March 2025.
The group's key financial and other performance indicators during the year were as follows:
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Financial KPIs |
Unit |
2026 |
2025 |
|
Turnover |
£ |
17,995,985 |
16,958,131 |
|
Gross profit margin |
% |
41 |
42 |
|
Operating profit |
£ |
265,201 |
117,879 |
Principal risks and uncertainties
The group is subject to the fluctuation in commodity prices most notably for its major ingredients of flour and eggs. These can vary significantly and the group cannot always pass on increased costs in a timely fashion. The group is also exposed to fluctuations in the Pound-Euro exchange rate against which it conducts limited hedging operations. The enhanced costs on exporting to countries in the European Union and the changing documentation required by the French customs services at the port has forced the return of a number of truckloads of product. Labour costs continue to rise and the increased employers national insurance costs are an additional cost factor.
An amount of £2.1 million in deferred consideration is payable in February 2027. The group’s ability to make this payment is dependent on arranging financing for a loan with a financial institution. Prior to concluding those financial arrangements there is a material uncertainty as to whether the group can meet this liability when it falls due. Nevertheless, initial approaches have been made to a number of financial institutions and the directors are highly confident that such refinancing will be forthcoming.
Banchory Holdings Limited
Strategic Report for the Year Ended 31 March 2026
Future developments
The group looks to increase turnover and improve on the performance achieved during the year. In particular the group will continue its investment programme to further mechanise its packaging equipment to allow it to increase volumes of consumer sized packs.
As detailed above, the group intends to obtain a loan facility from a financial institution, in order to to finance the payment of deferred consideration due in February 2027.
Approved and authorised by the
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Banchory Holdings Limited
Directors' Report for the Year Ended 31 March 2026
The directors present their report and the for the year ended 31 March 2026.
Directors of the group
The directors who held office during the year were as follows:
Dividends
Dividends of £50,000 (2025 - nil) were paid during the year to holders of A Ordinary shares. The directors do not recommend payment of a final dividend.
Information included in the Strategic Report
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulation 2008' in the strategic report.
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
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Banchory Holdings 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:
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• |
select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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.
Banchory Holdings Limited
Independent Auditor's Report to the Members of Banchory Holdings Limited
Opinion
We have audited the financial statements of Banchory Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026, 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 31 March 2026 and of its loss 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.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that the group’s ability to make a payment of £2.1 million due in February 2027 is dependent on arranging financing. As stated in Note 2, this condition indicates that a material uncertainty exists that may cast significant doubt on the company and group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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.
Banchory Holdings Limited
Independent Auditor's Report to the Members of Banchory Holdings 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:
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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 |
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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.
Banchory Holdings Limited
Independent Auditor's Report to the Members of Banchory Holdings Limited
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• the Senior Statutory Auditor ensured that the audit team collectively had the appropriate competence, skills, and capabilities to identify or recognise non-compliance with applicable laws and regulations;
• we identified the laws and regulations applicable to the group and the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant industry;
• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, and other legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where relevant; 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 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 were indicative of potential bias; and
• investigated the rationale behind 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;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims; and
• reviewing correspondence with HM Revenue & Customs and relevant regulators.
There are inherent limitations in our audit procedures described above. The more remote 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 errors as they may involve deliberate concealments 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.
Banchory Holdings Limited
Independent Auditor's Report to the Members of Banchory Holdings Limited
Use of our 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.
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For and on behalf of
Albert Place
London
N3 1QA
Banchory Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 31 March 2026
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Note |
2026 |
2025 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating profit |
|
|
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
(133,729) |
(179,177) |
|
|
Interest on preference shares treated as debt |
(276,710) |
(276,710) |
|
|
(407,170) |
(448,831) |
||
|
Loss before tax |
( |
( |
|
|
Tax on loss/(profit) |
( |
|
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
Banchory Holdings Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2026
|
2026 |
2025 |
|
|
Loss for the year |
( |
( |
|
Foreign currency translation (losses)/gains |
( |
|
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
Banchory Holdings Limited
(Registration number: 11672173)
Consolidated Balance Sheet as at 31 March 2026
|
Note |
2026 |
2025 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investments |
|
- |
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
109,000 |
109,000 |
|
|
Share premium reserve |
2,500 |
2,500 |
|
|
Profit and loss account |
(4,796,835) |
(4,485,758) |
|
|
Equity attributable to owners of the company |
(4,685,335) |
(4,374,258) |
|
|
Shareholders' deficit |
(4,685,335) |
(4,374,258) |
Approved and authorised by the
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Banchory Holdings Limited
(Registration number: 11672173)
Balance Sheet as at 31 March 2026
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Note |
2026 |
2025 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Cash at bank and in hand |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
109,000 |
109,000 |
|
|
Share premium reserve |
2,500 |
2,500 |
|
|
Profit and loss account |
1,605,055 |
1,464,172 |
|
|
Shareholders' funds |
1,716,555 |
1,575,672 |
The company made a profit after tax for the financial year of £190,883 (2025 - profit of £138,270).
Approved and authorised by the
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Banchory Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2026
Equity attributable to the parent company
|
Share capital |
Share premium |
Profit and loss account |
Total |
Total equity |
|
|
At 1 April 2025 |
|
|
( |
( |
( |
|
Loss for the year |
- |
- |
( |
( |
( |
|
Other comprehensive income |
- |
- |
( |
( |
( |
|
Dividends |
- |
- |
( |
( |
( |
|
At 31 March 2026 |
|
|
( |
( |
( |
|
Share capital |
Share premium |
Profit and loss account |
Total |
Total equity |
|
|
At 1 April 2024 |
|
- |
( |
( |
( |
|
Loss for the year |
- |
- |
( |
( |
( |
|
Other comprehensive income |
- |
- |
|
|
|
|
New share capital subscribed |
|
|
- |
|
|
|
At 31 March 2025 |
|
|
( |
( |
( |
Banchory Holdings Limited
Statement of Changes in Equity for the Year Ended 31 March 2026
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 April 2025 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
At 31 March 2026 |
|
|
|
|
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
- |
|
|
|
Profit for the year |
- |
- |
|
|
|
New share capital subscribed |
|
|
- |
|
|
At 31 March 2025 |
109,000 |
2,500 |
1,464,172 |
1,575,672 |
Banchory Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 31 March 2026
|
Note |
2026 |
2025 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
( |
|
|
Provision (reversal) for bad debts |
( |
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
Foreign exchange gains/losses |
( |
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
(Increase)/decrease in debtors |
( |
|
|
|
Increase/(decrease) in creditors |
|
( |
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow used in operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of other unlisted investment |
( |
- |
|
|
Net cash flows used in investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Dividend paid |
( |
- |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
|
Repayment of bank borrowing |
( |
( |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Net cash flows used in financing activities |
( |
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 April |
|
|
|
|
Cash and cash equivalents at 31 March |
42,486 |
150,946 |
|
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office and principal place of business is:
United Kingdom
These financial statements were authorised for issue by the
|
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 UK 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 group and company. Monetary amounts in these financial statements are rounded to the nearest £.
Summary of disclosure exemptions
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
- Section 3 Financial Statement Presentation paragraph 3.17 (d) (inclusion of statement of cash flows);
- Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
- Section 11 Financial instruments paragraphs 11.42,11.44, 11.45, 11.47, 11.48 (a)(iii), 11.48(a)(iv), 11.48(b) and 11.48 (c) (disclosure relating to financial instruments);
- Section 26 Share based payments) disclosures of share based payments);
- Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2026.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
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
Having considered the group’s forecasts, latest results and cash reserves, and after making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue to trade. An amount of £2.1 million in deferred consideration is payable in February 2027. The group’s ability to make this payment is dependent on arranging financing for a loan with a financial institution. Prior to concluding those financial arrangements there is a material uncertainty as to whether the group can meet this liability when it falls due. Nevertheless, initial approaches have been made to a number of financial institutions and the directors are highly confident that such refinancing will be forthcoming. Accordingly they continue to adopt the going concern basis in preparing the financial statements.
Judgements
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
Key sources of estimation uncertainty |
The group amortises its intangible assets over the assets' useful life. The useful life is a significant judgement made by the directors as it impacts the rate of amortisation of assets, and consequently, profit or loss and net assets. The directors do not necessarily consider this a key source of estimation uncertainty but accept amortisation is a material figure. |
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
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.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
The results of the foreign subsidiary that has a functional currency different from the presentation currency of the group is translated into the presentation currency as follows:
- Assets and liabilities for balance sheet are translated in the closing rate at the date of the balance sheet date.
- Profit and loss account are translated at average exchange rates prevailing on the transaction date. All resulting exchange rate differences are recognised in the other comprehensive income statement.
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 corporation 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.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
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 |
|
Leasehold land and buildings |
Straight line over the life of the lease |
|
Motor vehicles |
20% straight line |
|
Fixtures, fittings and equipment |
15% - 25% straight line |
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.
Amortisation
Goodwill is amortised on a straight line basis over its useful economic life.
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10% straight line |
Investments
Investments are measured at cost less accumulated impairment.
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.
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 stock 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.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
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.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
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.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
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
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an general meeting.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
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.
|
Revenue |
The analysis of the group's revenue for the year by class of business is as follows:
|
2026 |
2025 |
|
|
Sale of goods |
|
|
The analysis of the group's turnover for the year by market is as follows:
|
2026 |
2025 |
|
|
UK |
|
|
|
Europe |
|
|
|
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2026 |
2025 |
|
|
Gain on disposal of tangible assets |
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2026 |
2025 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange (gains)/losses |
( |
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Profit on disposal of property, plant and equipment |
( |
( |
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Interest payable and similar expenses |
|
2026 |
2025 |
|
|
Bank loan interest |
32,845 |
102,615 |
|
Hire purchase interest |
24,345 |
2,919 |
|
Other loan interest |
76,539 |
73,643 |
|
133,729 |
179,177 |
|
|
Interest on preference shares treated as debt |
276,710 |
276,710 |
|
410,439 |
455,887 |
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2026 |
2025 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2026 |
2025 |
|
|
Administration and support |
|
|
|
Directors |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2026 |
2025 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
103,000 |
92,700 |
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Auditors' remuneration |
|
2026 |
2025 |
|
|
Audit of these financial statements |
26,858 |
21,764 |
Fees payable to the group's auditor for the audit of the company's annual financial statements were £7,750 (2025: £7,750).
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2026 |
2025 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
( |
|
47,506 |
(172,615) |
|
|
Deferred taxation |
||
|
Arising from the movements for fixed assets timing differences |
|
|
|
Tax expense/(receipt) in the income statement |
|
( |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK of
The differences are reconciled below:
|
2026 |
2025 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
( |
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
|
Tax increase from other short-term timing differences |
|
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Total tax charge/(credit) |
|
( |
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Intangible assets |
Group
|
Goodwill |
Total |
|
|
Cost or valuation |
||
|
At 1 April 2025 |
|
|
|
At 31 March 2026 |
|
|
|
Amortisation |
||
|
At 1 April 2025 |
|
|
|
Amortisation charge |
|
|
|
At 31 March 2026 |
|
|
|
Carrying amount |
||
|
At 31 March 2026 |
|
|
|
At 31 March 2025 |
|
|
The company had no intangible assets as at 31 March 2026 or 31 March 2025.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
||||
|
At 1 April 2025 |
|
|
|
|
|
Additions |
|
|
|
|
|
Disposals |
- |
- |
( |
( |
|
At 31 March 2026 |
|
|
|
|
|
Depreciation |
||||
|
At 1 April 2025 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
( |
|
At 31 March 2026 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 March 2026 |
|
|
|
|
|
At 31 March 2025 |
|
|
|
|
Included within the net book value of land and buildings above is £340,119 (2025 - £401,777) in respect of short leasehold land and buildings.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2026 |
2025 |
|
|
Motor vehicles |
13,359 |
33,355 |
|
Furniture, fittings and equipment |
370,328 |
73,280 |
|
383,687 |
106,635 |
The company had no tangible fixed assets at 31 March 2026 or 31 March 2025.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Investments |
Group
Details of subsidiary undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group 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 |
|
|
2026 |
2025 |
|||
|
Subsidiary undertakings |
||||
|
|
Unit 4 Nucleus Park
|
|
|
|
|
United Kingdom |
||||
|
|
Coliemore House
|
|
|
|
|
Ireland |
||||
|
|
Unit 3-4 Nucleus Park
|
|
|
|
|
United Kingdom |
||||
Subsidiary undertakings
|
La Tua Pasta Limited The principal activity of La Tua Pasta Limited is |
|
La Tua Pasta (Ireland) Limited The principal activity of La Tua Pasta (Ireland) Limited is |
|
La Tua Pasta Markets Ltd The principal activity of La Tua Pasta Markets Ltd is |
Other investments
Other investments of £750 (2025 - £nil) comprise minority shareholdings in unlisted investments.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Company
|
2026 |
2025 |
|
|
Investments in subsidiaries |
|
|
|
Other investments |
750 |
- |
|
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 April 2025 and 31 March 2026 |
|
|
Carrying amount |
|
|
At 31 March 2026 |
|
|
At 31 March 2025 |
|
Other unlisted investments
Other investments of £750 (2025 - £nil) comprise minority shareholdings in unlisted investments.
|
Stocks |
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Raw materials and consumables |
|
|
- |
- |
|
Finished goods and goods for resale |
|
|
- |
- |
|
|
|
- |
- |
|
|
Debtors |
|
Group |
Company |
|||
|
Current |
2026 |
2025 |
2026 |
2025 |
|
Trade debtors |
|
|
- |
- |
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
- |
- |
|
|
|
- |
- |
|
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
|
|
|
|
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2026 |
2025 |
2026 |
2025 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
- |
- |
- |
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Income tax liability |
54,210 |
16,912 |
- |
- |
|
|
Other financial liabilities |
|
- |
|
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Other financial liabilities |
|
|
|
|
|
|
|
|
|
|
||
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 April 2025 |
|
|
|
Movements for fixed assets timing differences |
|
|
|
At 31 March 2026 |
|
|
|
|
||
The company had no provision for liabilities as at 31 March 2026 or 31 March 2025.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
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 £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2026 |
2025 |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary shares of £1 each |
81,000 |
81,000 |
81,000 |
81,000 |
|
A Ordinary shares of £1 each |
28,000 |
28,000 |
28,000 |
28,000 |
|
|
|
|
|
|
Shares classified as debt
Allotted, called up and fully paid shares
|
2026 |
2025 |
||||||||||
|
No. |
£ |
No. |
£ |
||||||||
|
Redeemable preference shares of £1 each |
2,900,160 |
2,900,160 |
2,900,160 |
2,900,160 |
|||||||
|
Redeemable preference A shares of £10,000 each |
72 |
720,000 |
72 |
720,000 |
|||||||
|
Redeemable preference B shares of £0.10 each |
850,000 |
85,000 |
850,000 |
85,000 |
|||||||
|
3,750,232 |
3,705,160 |
3,750,232 |
3,705,160 |
||||||||
Share premium
|
2026 |
2025 |
||||||
|
£ |
£ |
||||||
|
Redeemable preference B shares |
765,000 |
765,000 |
|||||
|
765,000 |
765,000 |
||||||
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
The rights attached to the different share classes as follows:
Redemption Rights
The Company's Articles set out the priority upon which redemption of the Redeemable Preference Shares, the Redeemable Preference A Shares and the Redeemable Preference B Shares shall take place being:
|
(1) |
Firstly the Redeemable Preference B Shares in issue until they have all been redeemed; |
|
(2) |
Secondly the Redeemable Preference A Shares in issue until they have all been redeemed; |
|
(3) |
Thirdly the Redeemable Preference Shares in issue until they have all been redeemed. |
|
a. |
the Initial Redemption Value (£1.25 per Redeemable Preference B Share) if the redemption is on or prior to 31 March 2027 or |
|
b. |
the Secondary Redemption Value (the Initial Redemption Value plus 8% per annum increase thereafter until redeemed) if it is after 31 March 2027 |
Redeemable Preference Shares
The holders of the Redeemable Preference Shares shall be entitled to redeem the Redeemable Preference Shares in whole or in part at for the redemption value of £1.00 per Redeemable Preference Share, provided always that the holders of the Redeemable Preference Shares have obtained the written consent of the board of directors prior to such redemption.
Redeemable Preference A Shares
The holders of the Redeemable Preference A Shares shall be entitled to redeem the Redeemable Preference Shares in whole or in part for the redemption value of £10,000 per Redeemable Preference A Share ("Redemption Value"), provided always that the holders of the Redeemable Preference A Shares have obtained the written consent of the board of directors prior to such redemption.
Should the board require a shareholder holding Redeemable Preference A Shares to redeem all or part of their holding of the Redeemable Preference A Shares at the Redemption Value (whether with or without other members of the Redeemable Preference A Shares class having to do so) ("Redemption Requirement") then the board can give written notice to any Redeemable Preference A Share shareholder of the Redemption Requirement where upon notice, the Redeemable Preference A Share shareholder shall do all things required by the Board to give effect to the Redemption Requirement within the period stated in such notice and failing which the board may act as the irrevocable duly appointed agent of the holder of the Redeemable Preference A Shares to elect a director to sign any necessary documents including a stock transfer form on behalf of such Redeemable Preference A shareholder.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Redeemable Preference B Shares
If the Company decide by way of a board resolution that the holders of the Redeemable Preference B Shares are required to redeem their Redeemable Preference B Shares in whole or in part prior to 31 March 2027, the redemption value will be £1.25 per Redeemable Preference B Share ("Initial Redemption Value"), provided always that there is no obligation on the Company to redeem the Redeemable Preference B Shares on or prior to 31 March 2027 and the Company may decide by way of a board resolution that the holders of the Redeemable Preference B Shares are required to redeem their Redeemable Preference B Shares after 31 March 2027 where upon the holders of the Redeemable Preference B Shares shall be required to redeem their Redeemable Preference B Shares in whole or in part at the Initial Redemption Value plus an increase of 8% per annum on the Initial Redemption Value until the Redeemable Preference B Shares are redeemed ("Secondary Redemption Value").
Upon any member subscribing for a Redeemable Preference B Shares, that holder shall be entitled to subscribe for 1 Ordinary Share of £1.00 for every 100 Redeemable Preference B Shares that they subscribe for provided always that such member shall elect to subscribe for the additional Ordinary Share of £1.00 each and fully pays for the same ("First Additional Shares").
In addition to the First Additional Shares, if the holder of a Redeemable Preference B Share has not had the Company redeem its Redeemable Preference B Share on or before 31 March 2027, then the holders of Redeemable Preference B Shares may subscribe for an additional 2 Ordinary Shares of £1.00 each for every 100 Redeemable Preference B Shares that they hold ("Second Additional Shares"), this right for Second Additional Shares must be exercised by the holders of Redeemable Preference B Shares on notice to the Company on or before 31 March 2028 thereafter the right to subscribe for such Second Additional Shares will cease.
All the holders of any class of shares in the Company including Ordinary Shares waive all pre-emption rights that they may have to in relation to the allotment of the First Additional Shares and Second Additional Shares.
Income Rights
A Ordinary Shares (Discretionary A Ordinary Dividend)
At the discretion of the Board of Directors the A Ordinary Shares may receive a dividend up to £100,000 per annum during each financial year ("Discretionary A Ordinary Dividend") which may be declared without any other dividend being declared on any other class of shares in the Company and there is no obligation on the Board of Directors to declare the Discretionary A Ordinary Dividend.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Redeemable Preference A Shares
Once the Redeemable Preference B Shares have been fully redeemed by the Company, then each Redeemable Preference A Share shall be entitled to a fixed annual cumulative dividend of 6% of the par value of on the capital for the time being paid up on that share ("Redeemable Preference A Dividend") but not on the Redemption Value and such Redeemable Preference A Dividend shall be paid in priority of any declared but unpaid dividends relating to the Redeemable Preference Dividend, Ordinary Shares and A Ordinary Shares but not in priority of the Discretionary A Ordinary Dividend.
Redeemable Preference Shares
Once the Redeemable Preference B Shares have been fully redeemed by the Company, then each Redeemable Preference Share shall be entitled to a fixed annual cumulative dividend of 6% of the par value of on the capital for the time being paid up on that share ("Redeemable Preference Dividend") and such Redeemable Preference Dividend shall be paid in priority of any declared but unpaid dividends relating to the Ordinary Shares and A Ordinary Shares but not in priority of the Discretionary A Ordinary Dividend, and Redeemable Preference A Dividend.
Ordinary Shares and A Ordinary Shares (not to include the Discretionary A Ordinary Dividend):
Once all the three classes of redeemable preference shares being: (i) the Redeemable Preference Shares, (ii) Redeemable Preference A Shares and (iii) Redeemable Preference B Shares have been fully redeemed the Company then declare a dividend on the Ordinary Shares and the A Ordinary Shares (but not to include the Discretionary A Ordinary Dividend) then any profits which are available in respect of the Company and which are resolved to be distributed in any financial year or period by the Board of Directors of the Company from time to time in its absolute discretion shall be distributed pro-rata amongst the holders of the Ordinary Shares and A Ordinary Shares at such combined rates as decided by the Board of Directors from time to time other than the Discretionary A Ordinary Dividend. The board of directors are entitled to make a distribution on the Ordinary Shares and A Ordinary Shares without making a distribution on any other class of shares.
Redeemable Preference B Shares
The holders of Redeemable Preference B Shares shall have no rights to income.
Capital Rights
Ordinary Shares, A Ordinary Shares, Redeemable Preference Shares, Redeemable Preference A Shares and Redeemable Preference B Shares
On a sale or a return of assets on liquidation or otherwise the assets of the Company remaining after payment of debts, liabilities and the costs charges and expenses of any such liquidation and available for distribution, shall be distributed to the Redeemable Preference Shares, Redeemable Preference A Shares, the Redeemable Preference B Shares, the Ordinary Shares and the A Ordinary Shares as follows:
On a sale or a return of assets on liquidation or otherwise the assets of the Company remaining after payment of debts, liabilities and the costs charges and expenses of any such liquidation and available for distribution, shall be distributed to the Redeemable Preference Shares, Redeemable Preference A Shares, the Redeemable Preference B Shares, the Ordinary Shares and the A Ordinary Shares as follows:
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
1. |
Firstly, to the holders of the Redeemable Preference B Shares at either: |
|
2. |
Secondly, after the distribution of the Redeemable B Capital, to the holders of the Redeemable Preference A Shares at the Redemption Value (£10,000 per Redeemable Preference A Share) in issue and payment of a sum equal to any arrears or accruals of the Redeemable Preference A Dividend, whether or not earned or declared, calculated down to and including the date of the return of capital ("Redeemable A Capital"); |
|
3. |
Thirdly, after the distribution of the Redeemable B Capital and the Redeemable A Capital, to the holders of the Redeemable Preference Shares at a fixed capital value of £1.00 per Redeemable Preference Share in issue and payment of a sum equal to any arrears or accruals of the Redeemable Preference Dividend, whether or not earned or declared, calculated down to and including the date of the return of capital ("Redeemable Capital"); and |
|
4. |
Fourthly, the excess (if any) over the Redeemable B Capital, Redeemable A Capital and Redeemable Capital shall be distributed pro rata to the number of Ordinary Shares and A Ordinary Shares in issue. |
Voting Rights
Redeemable Preference Shares
A Redeemable Preference Share shall not confer on the holder the right to receive notice of or to attend or to vote either in person or by proxy at any general meeting unless the business of the meeting includes the consideration of a resolution varying any of the rights attached to the Redeemable Preference Shares in which case a Redeemable Preference Share shall confer on the holder the right to attend and vote at the meeting either in person or by proxy; and on a poll, a Redeemable Preference Shareholder shall have one vote for every Redeemable Preference Share held by them.
Redeemable Preference A Shares
A Redeemable Preference A Share shall not confer on the holder the right to receive notice of or to attend or to vote either in person or by proxy at any general meeting unless the business of the meeting includes the consideration of a resolution varying any of the rights attached to the Redeemable Preference A Shares in which case a Redeemable Preference A Share shall confer on the holder the right to attend and vote at the meeting either in person or by proxy; and on a poll, a Redeemable Preference A Shareholder shall have one vote for every Redeemable Preference A Share held by them.
Redeemable Preference B Shares
A Redeemable Preference B Share shall not confer on the holder the right to receive notice of or to attend or to vote either in person or by proxy at any general meeting unless the business of the meeting includes the consideration of a resolution varying any of the rights attached to the Redeemable Preference B Shares in which case a Redeemable Preference B Share shall confer on the holder the right to attend and vote at the meeting either in person or by proxy; and on a poll, a Redeemable Preference B Shareholder shall have one vote for every Redeemable Preference B Share held by them.
Ordinary Shares and A Ordinary Shares
Each holder of Ordinary Shares and A Ordinary Shares present in person or by proxy or corporate representative shall be entitled on a show of hands to one vote and on a poll to one vote for every Ordinary Share or A Ordinary Shares of which he is the holder.
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Finance lease liabilities |
|
|
- |
- |
|
Redeemable preference shares |
|
|
|
|
|
|
|
|
|
|
Current loans and borrowings
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Bank borrowings |
|
|
- |
- |
|
Finance lease liabilities |
|
|
- |
- |
|
|
|
- |
- |
|
Group
As at 31 March 2025, the group had a Coronavirus Business Interruption Loan of £720,000 denominated in £ which incurred interest at the base rate plus a margin of 4.25%. The loan was fully settled during the year.
The company provided security to Allied Irish Bank and Santander UK Plc by way of fixed and floating charges over its assets.
|
Obligations under hire purchase contracts |
Group
Hire purchase
The total of future minimum lease payments is as follows:
|
2026 |
2025 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
|
2026 |
2025 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
- |
|
|
|
|
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Dividends |
Interim dividends paid
|
2026 |
2025 |
|||
|
Interim dividend of £ |
|
- |
||
|
Security |
Group
Security
|
Analysis of changes in net debt |
Group
|
At 1 April 2025 |
Financing cash flows |
New finance leases |
Other non-cash changes |
At 31 March 2026 |
|
|
Cash and cash equivalents |
|||||
|
Cash |
1,761 |
456 |
- |
- |
2,217 |
|
Cash equivalents |
149,185 |
(108,916) |
- |
- |
40,269 |
|
150,946 |
(108,460) |
- |
- |
42,486 |
|
|
Borrowings |
|||||
|
Finance lease liabilities |
(94,000) |
76,005 |
(310,360) |
(24,346) |
(352,701) |
|
Bank borrowings |
(1,523,739) |
716,838 |
- |
- |
(806,901) |
|
(1,617,739) |
792,843 |
(310,360) |
(24,346) |
(1,159,602) |
|
|
|
|||||
|
( |
|
( |
( |
( |
|
Banchory Holdings Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Related party transactions |
Company
Summary of transactions with other related parties
During the year, the group supplied pasta to a related company and recognised revenue of £24,017 (2025: nil). As at year ended 31 March 2026, £40,647 (2025: nil) was outstanding and included within debtors. The receivable is unsecured, interest free and due in 30 days.
Interest payable include amounts payable to the redeemable preference shareholders of £276,710 (2025 - £276,710). As at the year end, the cumulative interest payable to the redeemable preference shareholders amounted to £1,641,198 (2025 - £1,364,448).
Amounts owed to related parties for redeemable preference shares are as described in note 21.
The directors were the only key management personnel in the current and prior period.
|
Parent and ultimate parent undertaking |
In the opinion of the directors there is no single ultimate controlling party.