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Registered number: 14335024 MALEJO LTD UNAUDITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 JANUARY 2026
MALEJO LTD REGISTERED NUMBER: 14335024 BALANCE SHEET AS AT 31 JANUARY 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 4 |  | 8,849,382 |  | 8,849,382
|  |  | 8,849,382 |  | 8,849,382
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | - |  | 2 |
|  | - |  | 2 |
Creditors: amounts falling due within one year | 6 | (5,679,814) |  | (3,646,714) |
Net current liabilities |  |  | (5,679,814) |  | (3,646,712)
Total assets less current liabilities |  |  | 3,169,568 |  | 5,202,670
Creditors: amounts falling due after more than one year | 7 |  | (1,371,493) |  | (2,237,544)
Net assets |  |  | 1,798,075 |  | 2,965,126
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 1,800 |  | 1,800
Other reserves | 9 |  | 2,130,606 |  | 3,222,509
Profit and loss account | 9 |  | (334,331) |  | (259,183)
|  |  | 1,798,075 |  | 2,965,126
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MALEJO LTD REGISTERED NUMBER: 14335024 BALANCE SHEET (CONTINUED) AS AT 31 JANUARY 2026 The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 August 2026.
M R Earle
Director
The notes on pages 3 to 8 form part of these financial statements. Page 2
MALEJO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
1. | General information
Malejo Ltd (the 'Company') is a private company limited by shares incorporated in England and Wales within the United Kingdom. The address of the registered office is The Coach House, Broadoak End, Hertford, Herts, SG14 2JA. The Company is the ultimate parent in a small group. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.3 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.4 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.5 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.6 | Dividends
Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.
| 2.7 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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. Page 3
MALEJO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.7 | Financial instruments (continued)
Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Page 4
MALEJO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.7 | Financial instruments (continued)
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
3. | Employees
| The average monthly number of employees, including directors, during the year was 3 (2025 - 4).
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MALEJO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
4. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 February 2025 | 8,849,382
| At 31 January 2026 | 8,849,382
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Marchase Limited | Ordinary | 100%
| * New River Holdings Limited | Ordinary | 100%
| * John Smith-Butler and Sons Limited | Ordinary | 100%
| * Shares held via Marchase Limited The registered office for all entities listed above is The Coach House, Broadoak End, Hertford, Herts, SG14 2JA.
| The aggregate of the share capital and reserves as at 31 January 2026 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| Marchase Limited | (378,853) | (3,123)
| * New River Holdings Limited | 25,449,608 | (79,560)
| * John Smith-Butler and Sons Limited | 248,708 | (980)
5. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other debtors | - | 2
|  | - | 2
Page 6
MALEJO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 4,168,223 | 2,600,063
| Corporation tax | 98 | -
| Other creditors | 1,511,493 | 1,016,151
| Accruals and deferred income | - | 30,500
|  | 5,679,814 | 3,646,714
7. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other creditors | 502,099 | 960,053
| Share capital treated as debt | 869,394 | 1,277,491
|  | 1,371,493 | 2,237,544
8. | Share capital
|  | 2026 | 2025
|  | £ | £
| Shares classified as equity |  |
| Allotted, called up and fully paid |  |
| 1,800 (2025 - 1,800) Ordinary shares of £1.00 each | 1,800 | 1,800
| In the period ending 31 January 2024, 4,500,000 redeemable preference shares were issued in the period at par. The consideration received for the shares were £4,500,000 and these shares cannot be redeemed until 30th November 2070. An annual coupon payment in payable in arrears at 0.5% and no premium is payable upon redemption. The value of the preference shares have been discounted to present value using a discount rate of 3.84% and this will unwound over the period up to redemption. On 02 April 2025, the Company redeemed 1,500,000 redeemable preference shares at par for total consideration of £1,500,000. This redemption was not permitted under the original terms of the preference shares, which specified that redemption could not occur before 30 November 2070. However, the redemption was carried out following formal shareholder approval. As a result, the total number of redeemable preference shares in issue has reduced to 3,000,000. No premium was paid on redemption.
Page 7
MALEJO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
9. | Reserves
Other reserves The other reserve represents a capital contribution arising on the preference shares coupon rate being below a market rate of interest. Profit and loss account The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.
10. | Related party transactions
| During the year, the Company entered into transactions with a subsidiary company. At the year end, the Company owed £4,168,223 (2025 - £2,600,063). This balance is interest free and payable upon demand. During the year, the Company entered into transactions with a director of the Company in the form of loan notes. At the year end, the Company owed £1,004,174 (2025 - £ -). Interest is charged on the loan notes at 0.5% per annum. The interest charge for the period was £4,174 (2025 - £-). During the year, the Company also entered into transactions with its directors in relation to preference shares issued during the period ended 31 January 2024. At the year end, the Company owed its directors £3,012,500 (2025 - £4,519,233). The preference share issue is redemable at par on 30th November 2070 with a 0.5% coupon payable annually in arrears.
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