REGISTERED NUMBER: 11371672 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 January 2026

for

Banner Holdings (Halnaby) Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Profit and Loss Account

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

A M Banner

J L Banner

SECRETARY:

A M Banner

REGISTERED OFFICE:

The Coach House

Halnaby Hall

Croft on Tees

Darlington

DL2 2TJ

REGISTERED NUMBER:

11371672 (England and Wales)

SENIOR STATUTORY AUDITOR:

Martin Hobson BA (Hons), FCCA

AUDITORS:

Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Great North House, 20 Allington Way

Darlington

County Durham

DL1 4QB

The directors present their strategic report of the company and the group for the year ended 31 January 2026.

REVIEW OF BUSINESS

The group's principal activities during the year continued to be that of rock crushing and aggregate processing contracts.

The key financial and other performance indicators during the year were as follows:

2026

2025

Change

£

£

Turnover

16,254,063

14,521,282

12%

Operating profit

299,067

115,085

160%

Profit before tax

655,646

305,014

115%

Equity shareholders' funds

25,475,396

25,480,679

0%

Average number of employees

59

65

-9%

Underlying economic conditions and a lack of Government investment in infrastructure resulted in weak demand for contract crushing and screening services in 2025/26. This resulted in market rates being squeezed, as competition for work intensified. A particularly notable lack of contracting work in our local area forced us to work further afield than we would ideally choose, resulting in operational and efficiency challenges.

While we have reduced the size of our contracting fleet a little when the opportunity has arisen to sell machinery well and we have scaled back our machinery investment programme appropriately, we are conscious that market conditions will improve and that we need to be in a position to benefit from this when they do. It has therefore been key not to downsize too far, not to lose key staff, and not to cut back investment spending too far.

Early in 2026 we appointed a new Business Development Manager who was tasked with finding new sources of work for our contracting team, primarily in our local area. They have successfully unearthed new commercial opportunities, some of which substantial, and this gives reason for optimism moving forward. The company is ideally positioned to benefit from opportunities as they arise.

During the year machinery sales continued to grow despite challenging market conditions. We increased our offering of crushers and screens by taking on the Tesab Dealership (an Irish manufacturer of crushers and screens). We feel that the Tesab brand will complement our current offering of SBM crushers well, without too much over-lap in products. We also took on the NC Engineering dealership for site dumpers - something that will complement our offering of machines from Sany well and which will allows us to better deal with our customers' needs in-house and under one roof. The range of machinery on offer from Sany also continues to expand providing scope for increased sales and the brand continues to establish itself well in the marketplace. Sales stock levels have been well managed to ensure machine availability without over-stocking.

PRINCIPAL RISKS AND UNCERTAINTIES

The largest area of uncertainty for the group is the general state of the economy and the lack of infrastructure investments by the Government which appears to be leading to a general down-turn in our industry. It is to be hoped that any down-turn is short lived. However, the group is exceptionally well placed to weather any storm and we are not exposed to risk from interest rate rises (we have no borrowings but will in fact benefit from interest earned on cash-holdings).

Diversification in terms of clients and market operating sectors have helped to de-risk the group from any unforeseen shocks. The group now works for a range of blue chip clients and supplies material for a wide range of industries. Further diversification has taken place through the development of the plant and machinery sales side of the business. This provides another sector for the group to operate in and allows for both domestic and international trade and for a much larger client base than with the contracting side of the business.

As always, health and safety remains of paramount importance to both the group and our clients. We work hard to constantly improve our health and safety performance and culture and we continue to win and retain work based on our safety performance. Going through the ISO accreditation process has helped us to tighten-up and formalise our systems and the on-going audit requirement of ISO will make sure that standards are maintained.

ON BEHALF OF THE BOARD:

A M Banner - Director

14 October 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 January 2026.

DIVIDENDS

The total distribution of dividends for the year ended 31 January 2026 will be £ 204,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2025 to the date of this report.

A M Banner

J L Banner

POLITICAL DONATIONS AND EXPENDITURE

There were no political donations made during the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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 company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

A M Banner - Director

14 October 2026

Opinion

We have audited the financial statements of Banner Holdings (Halnaby) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 31 January 2026 and of the group's profit 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 Auditors' 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.

Conclusions relating to going concern

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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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 in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this.

We undertake the following procedures to identify and respond to these risks of non-compliance:

- Understanding the key legal and regulatory frameworks that are applicable to the Group. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, quarrying regulations, namely The Quarry Regulations Act 1999, transport regulations, health & safety laws and employment legislation.

- Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance.

- Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed.

- Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies.

- Identifying and testing unusual journal entries, with a particular focus on manual journal entries.

Through these procedures, we did not become aware of actual or suspected non-compliance.

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Martin Hobson BA (Hons), FCCA (Senior Statutory Auditor)

for and on behalf of Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Great North House, 20 Allington Way

Darlington

County Durham

DL1 4QB

14 October 2026

TURNOVER

3

16,254,063

14,521,282

Cost of sales

(11,691,694

)

(10,496,563

)

GROSS PROFIT

4,562,369

4,024,719

Administrative expenses

(4,347,988

)

(3,979,784

)

214,381

44,935

Other operating income

84,686

70,150

OPERATING PROFIT

5

299,067

115,085

Income from fixed asset investments

-

73,406

Interest receivable and similar income

377,496

149,797

676,563

338,288

Interest payable and similar expenses

6

(20,917

)

(33,274

)

PROFIT BEFORE TAXATION

655,646

305,014

Tax on profit

7

(228,461

)

(104,573

)

PROFIT FOR THE FINANCIAL YEAR

427,185

200,441

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

427,185

200,441

Profit attributable to:

Owners of the parent

427,185

200,441

Total comprehensive income attributable to:

Owners of the parent

427,185

200,441

FIXED ASSETS

Intangible assets

10

122,906

165,046

Tangible assets

11

12,984,721

15,452,394

Investments

12

-

-

Investment property

13

3,409,881

3,409,881

16,517,508

19,027,321

CURRENT ASSETS

Stocks

14

2,205,983

1,075,020

Debtors

15

3,348,362

3,007,754

Cash at bank

10,608,266

8,887,111

16,162,611

12,969,885

CREDITORS

Amounts falling due within one year

16

(3,799,304

)

(2,576,009

)

NET CURRENT ASSETS

12,363,307

10,393,876

TOTAL ASSETS LESS CURRENT LIABILITIES

28,880,815

29,421,197

CREDITORS

Amounts falling due after more than one year

17

(862,056

)

(1,033,588

)

PROVISIONS FOR LIABILITIES

21

(2,543,363

)

(2,906,930

)

NET ASSETS

25,475,396

25,480,679

CAPITAL AND RESERVES

Called up share capital

22

1,389

1,389

Share premium

23

10,448,611

10,448,611

Investment property reval.

23

137,211

137,211

Capital contribution reserve

23

687,944

916,412

Retained earnings

23

14,200,241

13,977,056

SHAREHOLDERS' FUNDS

25,475,396

25,480,679

The financial statements were approved by the Board of Directors and authorised for issue on 14 October 2026 and were signed on its behalf by:

A M Banner - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

4,342,092

5,688,651

Investments

12

15,527,280

15,527,280

Investment property

13

2,409,881

2,409,881

22,279,253

23,625,812

CURRENT ASSETS

Debtors

15

4,375,566

5,132,217

Cash at bank

9,175,284

7,148,264

13,550,850

12,280,481

CREDITORS

Amounts falling due within one year

16

(382,150

)

(208,890

)

NET CURRENT ASSETS

13,168,700

12,071,591

TOTAL ASSETS LESS CURRENT LIABILITIES

35,447,953

35,697,403

CREDITORS

Amounts falling due after more than one year

17

(862,056

)

(1,033,588

)

PROVISIONS FOR LIABILITIES

21

(584,036

)

(700,968

)

NET ASSETS

34,001,861

33,962,847

CAPITAL AND RESERVES

Called up share capital

22

1,389

1,389

Share premium

23

10,448,611

10,448,611

Capital contribution reserve

23

687,944

916,412

Retained earnings

23

22,863,917

22,596,435

SHAREHOLDERS' FUNDS

34,001,861

33,962,847

Company's profit for the financial year

471,482

454,421

The financial statements were approved by the Board of Directors and authorised for issue on 14 October 2026 and were signed on its behalf by:

A M Banner - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 February 2024

1,389

13,980,615

10,448,611

Changes in equity

Dividends

-

(204,000

)

-

Total comprehensive income

-

200,441

-

Balance at 31 January 2025

1,389

13,977,056

10,448,611

Changes in equity

Dividends

-

(204,000

)

-

Total comprehensive income

-

427,185

-

Balance at 31 January 2026

1,389

14,200,241

10,448,611

Investment

Capital

property

contribution

Total

reval.

reserve

equity

£

£

£

Balance at 1 February 2024

137,211

1,197,484

25,765,310

Changes in equity

Dividends

-

-

(204,000

)

Total comprehensive income

-

-

200,441

Preference share present value adjustment

-

(281,072

)

(281,072

)

Balance at 31 January 2025

137,211

916,412

25,480,679

Changes in equity

Dividends

-

-

(204,000

)

Total comprehensive income

-

-

427,185

Preference share present value adjustment

-

(228,468

)

(228,468

)

Balance at 31 January 2026

137,211

687,944

25,475,396

Called up

Capital

share

Retained

Share

contribution

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 February 2024

1,389

22,346,014

10,448,611

1,197,484

33,993,498

Changes in equity

Dividends

-

(204,000

)

-

-

(204,000

)

Total comprehensive income

-

454,421

-

-

454,421

Preference share present value adjustment

-

-

-

(281,072

)

(281,072

)

Balance at 31 January 2025

1,389

22,596,435

10,448,611

916,412

33,962,847

Changes in equity

Dividends

-

(204,000

)

-

-

(204,000

)

Total comprehensive income

-

471,482

-

-

471,482

Preference share present value adjustment

-

-

-

(228,468

)

(228,468

)

Balance at 31 January 2026

1,389

22,863,917

10,448,611

687,944

34,001,861

Cash flows from operating activities

Cash generated from operations

1

1,964,228

4,946,399

Interest paid

(2,584

)

(11,941

)

Interest element of hire purchase payments paid

(500

)

-

Finance costs paid

(17,833

)

(21,333

)

Tax paid

(292,052

)

(159,009

)

Net cash from operating activities

1,651,259

4,754,116

Cash flows from investing activities

Purchase of tangible fixed assets

(2,231,335

)

(2,787,003

)

Purchase of investment property

-

(10,133

)

Sale of tangible fixed assets

2,468,855

2,730,582

Interest received

377,496

149,797

Dividends received

-

73,406

Net cash from investing activities

615,016

156,649

Cash flows from financing activities

Amount introduced by directors

445,488

462,960

Amount withdrawn by directors

(386,608

)

(783,224

)

Preference share redemption

(400,000

)

(450,000

)

Equity dividends paid

(204,000

)

(204,000

)

Net cash from financing activities

(545,120

)

(974,264

)

Increase in cash and cash equivalents

1,721,155

3,936,501

Cash and cash equivalents at beginning of year

2

8,887,111

4,950,610

Cash and cash equivalents at end of year

2

10,608,266

8,887,111

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2026

2025

£

£

Profit before taxation

655,646

305,014

Depreciation charges

2,832,666

3,159,804

Profit on disposal of fixed assets

(727,125

)

(725,492

)

Amortisation of goodwill

42,140

42,140

Finance costs

20,917

33,274

Finance income

(377,496

)

(223,203

)

2,446,748

2,591,537

(Increase)/decrease in stocks

(1,130,963

)

1,610,650

(Increase)/decrease in trade and other debtors

(340,608

)

305,424

Increase in trade and other creditors

989,051

438,788

Cash generated from operations

1,964,228

4,946,399

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 January 2026

31.1.26

1.2.25

£

£

Cash and cash equivalents

10,608,266

8,887,111

Year ended 31 January 2025

31.1.25

1.2.24

£

£

Cash and cash equivalents

8,887,111

4,950,610

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.2.25

Cash flow

At 31.1.26

£

£

£

Net cash

Cash at bank

8,887,111

1,721,155

10,608,266

8,887,111

1,721,155

10,608,266

Debt

Finance leases

(171,600

)

124,612

(46,988

)

Debts falling due after 1 year

(1,033,588

)

171,532

(862,056

)

(1,205,188

)

296,144

(909,044

)

Total

7,681,923

2,017,299

9,699,222