Company No: SC461563 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2025		2024
		£		£
				Restated - note 2
Fixed assets
Tangible assets	4	2,459		3,472
Investments	5	1,533,716		1,458,784
		1,536,175		1,462,256
Current assets
Debtors	6	45,013		204,485
Cash at bank and in hand		517,850		663,172
		562,863		867,657
Creditors: amounts falling due within one year	7	( 426,756)		( 558,658)
Net current assets		136,107		308,999
Total assets less current liabilities		1,672,282		1,771,255
Net assets		1,672,282		1,771,255
Capital and reserves
Called-up share capital	8	4		4
Other reserves		1,900,000		1,900,000
Profit and loss account		( 227,722 )		( 128,749 )
Total shareholders' funds		1,672,282		1,771,255

For the financial year ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The director acknowledges their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Badenoch & Co Limited (registered number: SC461563) were approved and authorised for issue by the Director on 30 July 2026. They were signed on its behalf by:

H Hungin Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Badenoch & Co Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is 10 Charlotte Square, Edinburgh, EH2 4DR, Scotland, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Prior year adjustment

The prior period profit before tax has been restated to include a reversal of expenses, recognised in the prior year which have since been treated as shareholder expenses. As a result of the restatement, the prior period profit before tax has increased by £16,411. As the restatement relates to a historic period, the corrective adjustment has been reflected within the earliest prior period presented within these financial statements.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable in the provision of management consultancy services, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc.

5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

2. Prior year adjustment

		As previously reported		Adjustment		As restated
Year ended 31 December 2024		£		£		£
Profit and loss account		(145,160)		16,411		(128,749)
Creditors: amounts falling due within one year		(575,069)		16,411		(558,658)

3. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including the director	5		4

4. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2025	17,150		17,150
At 31 December 2025	17,150		17,150
Accumulated depreciation
At 01 January 2025	13,678		13,678
Charge for the financial year	1,013		1,013
At 31 December 2025	14,691		14,691
Net book value
At 31 December 2025	2,459		2,459
At 31 December 2024	3,472		3,472

5. Fixed asset investments

	Loans		Other investments		Total
	£		£		£
Cost or valuation before impairment
At 01 January 2025	1,000,000		458,784		1,458,784
Additions	74,932		0		74,932
Conversion of loan notes into ordinary shares	( 1,074,932)		1,074,932		0
At 31 December 2025	0		1,533,716		1,533,716
Carrying value at 31 December 2025	0		1,533,716		1,533,716
Carrying value at 31 December 2024	1,000,000		458,784		1,458,784

During the year, the Company's £1,074,932 convertible loan note in a related party under common directorship were converted into ordinary shares.

6. Debtors

	2025		2024
	£		£
Trade debtors	24,000		148,750
Other debtors	21,013		55,735
	45,013		204,485

The amounts included within trade debtors are owed by related companies under common directorship. The Company provided services to each under normal market conditions.

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	1,921		8,259
Other taxation and social security	5,123		34,769
Other creditors	419,712		515,630
	426,756		558,658

There are no amounts included above in respect of which any security has been given by the Company.

8. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
4 Ordinary shares of £ 1.00 each	4		4

9. Financial commitments

Commitments

	2025		2024
	£		£
Total future minimum lease payments under non-cancellable operating leases	16,319		29,374

10. Related party transactions

Transactions with owners holding a participating interest in the entity

	2025		2024
	£		£
Loans advanced by one of the shareholders	387,090		483,482

The loan balance is unsecured, interest is charged at 2.5% (capped at £100,000) and repayable on demand.

Other related party transactions

The Company advanced an unsecured short-term loan of £10,000 to a related party under common directorship. Interest is charged at 10% per annum and is due to be fully repaid by January 2027.