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Registered number: 01328840









HOLBUD LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 OCTOBER 2025

 
HOLBUD LIMITED
 
 
COMPANY INFORMATION


Directors
M G Khaku 
H R Merali 
S A Merali 




Registered number
01328840



Registered office
61 Charlotte Street

London

W1T 4PF




Independent auditors
Barnes Roffe Audit Limited
Chartered Accountants 
Statutory Auditor

Leytonstone House

3 Hanbury Drive

London

E11 1GA




Bankers
National Westminster Bank Plc
Banque de Commerce et de Placements
Arab Bank (Switzerland)
ING Bank
Banque Cantonale de Geneve
Banque Cantonale Vaudoise
Sohar International Bank




Solicitors
Clyde & Co LLP
St Botolph Building

138 Houndsditch

London

EC3A 7AR





 
HOLBUD LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Statement of comprehensive income
 
9
Balance sheet
 
10
Statement of changes in equity
 
11
Notes to the financial statements
 
12 - 28

 
HOLBUD LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 OCTOBER 2025

Introduction
 
The directors present the strategic report for the year ended 31 October 2025.

Fair review of business
 
The principal activity of the company was that of trading in commodities, however the company ceased to trade in July 2025. It will continue in existence until assets are collected and liabilities settled.

The company had experienced challenging conditions in certain markets resulting in higher-than-expected costs, which resulted in a decrease in gross margin. 

The key financial highlights of the company are as follows:

2025
2024
£
£
Turnover

294,919,295

1,490,397,262
 
Gross profit

(45,234,644)

14,858,772
 
Profit/(loss) before tax

(49,313,353)

6,734,964
 
EBITDA

(48,929,418)

9,155,288
 

The results for the current year reflect provisions against debtors which may be irrecoverable.  

Principal risks and uncertainties
 
The company was subject to changes in commodity prices, however the company sought to trade across a range of commodities thus reducing the risk.

The company’s principal financial instruments at the year end comprise trade debtors and trade creditors. The main risk now relates to recovery of trade debtors,  the directors are in regular contact with the debtors.

Page 1

 
HOLBUD LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2025

Directors' statement of compliance with duty to promote the success of the Company
 
As the directors of Holbud Limited, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the company’s success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the company and its stakeholders and in doing so must have regard to the following:

• the likely consequences of any decision in the long term,
• the interests of the company’s employees,
• the need to foster the company’s business relationships with suppliers, customers and others,
• the impact of the company’s operations on the community and the environment,
• the desirability of the company maintaining a reputation for high standards of business conduct, and
• the need to act fairly as between members of the company.

During the year it was decided that it was in the best interests of the company to cease to trade in order that all liabilities could be paid and funds returned to shareholders.

The impact on our key stakeholders is as follows: 

Employees

Whilst an orderly exit from the business will result in the need for redundancies these will be paid above the minimum levels. 

Customers and Suppliers

All suppliers have been paid in full and the company continues to work with its customers regarding collection of amounts outstanding.   

The suppliers and customers are able to sell and buy commodities from other providers in the market and so there should be no impact on them.

Standards of Business Conduct

The company is committed to conducting business with the highest integrity and the compliance with the law and have standards in place which must be adhered to by everyone who represents the company. These standards embody the fundamental principles that govern our ethical and legal obligations. These standards not only comply with the company's policies but also with laws and regulations applicable.


This report was approved by the board on 28 October 2026 and signed on its behalf.



H R Merali
Director
Page 2

 
HOLBUD LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 OCTOBER 2025

The directors present their report and the financial statements for the year ended 31 October 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £40,537,186 (2024 - profit £5,229,117).

Dividends of $59,261,319 (£43,475,289) were proposed and paid during the year.

Post year end dividends of $31,500,000 (£23,264,325) were declared and paid.

Directors

The directors who served during the year were:

M G Khaku 
G M Merali (resigned 30 September 2025)
H R Merali 
S A Merali 

Page 3

 
HOLBUD LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Barnes Roffe Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 28 October 2026 and signed on its behalf.
 





H R Merali
Director
Page 4

 
HOLBUD LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLBUD LIMITED
 

Qualified Opinion


We have audited the financial statements of Holbud Limited (the 'Company') for the year ended 31 October 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 October 2025 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 qualified opinion


We have been unable to obtain sufficient audit evidence regarding the valuation of trade debtors of £45,163,617. Whilst, after the year end, £13,478,341 of this amount has been recovered,  amounts of £43,695,881 have been provided against trade debtors for debts that are doubtful. We have been unable to ascertain whether this bad debt provision should be increased or decreased.  In addition, were any adjustment to trade debtor balance to be required, the strategic report would also need to be amended.

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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 qualified opinion.

Emphasis of matter


We draw attention to note 2.3 in the financial statements, which indicates that the Company ceased trade in the year with no plans to undertake further activity. These conditions indicate that the entity is no longer a going concern and the financial statements have been prepared on a non going concern basis. Our opinion is not modified in respect of this matter.









Page 5

 
HOLBUD LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLBUD LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion on other matters prescribed by the Companies Act 2006
 

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
 

Except for the matter described in the basis for qualified opinion section of our report, in the light of the 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 or the Directors' report.

Arising solely from the limitation on the scope of our work relating to trade debtors referred to above: 

∙we have not obtained all the information and explanations that we considered necessary for the purpose of our audit.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made.


Page 6

 
HOLBUD LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLBUD LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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.

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 an Auditors' 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

∙Ensuring that the engagement team collectively had the appropriate competence, capabilities and skills to identify non-compliance with applicable laws and regulations;
∙We identified the laws and regulations applicable to the Company through discussions with directors, and from our commercial knowledge and experience of the relevant sector;
∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, are as follows - Companies Act 2006, FRS 102, Employment legislation and Tax legislation.
∙We assessed the extent of the compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence.
∙Laws and regulations were communicated within the audit team at the planning meeting, and the audit 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;
∙Reviewing the financial statements and testing the disclosures against supporting documentation;
∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
∙Inspecting and testing journal entries to identify unusual or unexpected transactions;
∙Assessing whether judgement and assumptions made in determining significant accounting estimates were
indicative of management bias.

Page 7

 
HOLBUD LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLBUD LIMITED (CONTINUED)


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' report.

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 Auditors' 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.




Andrew May FCCA (Senior statutory auditor)
for and on behalf of
Barnes Roffe Audit Limited
Chartered Accountants
Statutory Auditor
Leytonstone House
3 Hanbury Drive
London
E11 1GA

28 October 2026
Page 8

 
HOLBUD LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 OCTOBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
294,919,295
1,490,397,262

Cost of sales
  
(340,153,939)
(1,475,538,490)

Gross (loss)/profit
  
(45,234,644)
14,858,772

Administrative expenses
  
(3,783,001)
(5,803,989)

Operating (loss)/profit
 5 
(49,017,645)
9,054,783

Interest receivable and similar income
 9 
375,606
486,248

Interest payable and similar expenses
 10 
(671,314)
(2,806,067)

(Loss)/profit before tax
  
(49,313,353)
6,734,964

Tax on (loss)/profit
 11 
8,776,167
(1,505,847)

(Loss)/profit for the financial year
  
(40,537,186)
5,229,117

Other comprehensive income for the year
  

Unrealised (deficit)/surplus on revaluation of tangible fixed assets
  
(385,619)
21,903

Currency translation differences
  
(3,158,795)
(8,974,501)

Other comprehensive income for the year
  
(3,544,414)
(8,952,598)

Total comprehensive income for the year
  
(44,081,600)
(3,723,481)

The notes on pages 12 to 28 form part of these financial statements.
Page 9

 
HOLBUD LIMITED
REGISTERED NUMBER: 01328840

BALANCE SHEET
AS AT 31 OCTOBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 13 
2,102,784
2,799,154

Current assets
  

Stocks
 14 
-
13,096,584

Debtors: amounts falling due within one year
 15 
79,831,324
328,804,319

Cash at bank and in hand
 16 
27,991,974
89,147,268

  
107,823,298
431,048,171

Creditors: amounts falling due within one year
 17 
(27,544,765)
(263,712,336)

Net current assets
  
80,278,533
167,335,835

Provisions for liabilities
  

Deferred tax
 18 
(245,441)
(442,224)

  
 
 
(245,441)
 
 
(442,224)

Net assets
  
82,135,876
169,692,765


Capital and reserves
  

Called up share capital 
 19 
5,000,000
5,000,000

Revaluation reserve
 20 
1,403,687
1,789,306

Profit and loss account
 20 
75,732,189
162,903,459

  
82,135,876
169,692,765


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 October 2026.




H R Merali
Director

The notes on pages 12 to 28 form part of these financial statements.
Page 10

 
HOLBUD LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 OCTOBER 2025


Called up share capital
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£


At 1 November 2023
5,000,000
1,767,403
166,648,843
173,416,246


Comprehensive income for the year

Profit for the year
-
-
5,229,117
5,229,117

Currency translation differences
-
-
(8,974,501)
(8,974,501)

Surplus on revaluation of freehold property
-
21,903
-
21,903
Total comprehensive income for the year
-
21,903
(3,745,384)
(3,723,481)



At 1 November 2024
5,000,000
1,789,306
162,903,459
169,692,765


Comprehensive income for the year

Loss for the year
-
-
(40,537,186)
(40,537,186)

Currency translation differences
-
-
(3,158,795)
(3,158,795)

Deficit on revaluation of freehold property
-
(385,619)
-
(385,619)
Total comprehensive income for the year
-
(385,619)
(43,695,981)
(44,081,600)


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(43,475,289)
(43,475,289)


At 31 October 2025
5,000,000
1,403,687
75,732,189
82,135,876


The notes on pages 12 to 28 form part of these financial statements.
Page 11

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

1.


General information

Holbud Limited is a private company limited by shares incorporated in England and Wales. The registered office is 61 Charlotte Street, London, W1T 4PF.

The principal activity of the Company was that of trading in commodities. 

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 Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Holbud Group Limited as at 31 October 2025 and these financial statements may be obtained from Registrar of Companies.

 
2.3

Going concern

During the year the Company ceased trade with no intention to restart operations in the future and as a result its ability to continue as a going concern is dependent on it undertaking further activity. The directors have no immediate plans to do so therefore have prepared the financial statements on a basis other than going concern.

Assets have been stated at their estimated recoverable amounts and liabilities have been recognised and measured at the amounts legally due.

Page 12

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional currency is US Dollars. This differs from the presentational currency which is GBP. The presentational currency is that of the country of incorporation of the Company. 

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 13

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

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.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 14

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 15

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. 

Depreciation is provided on the following annual basis:

Freehold land and buildings
-
Not depreciated
Motor vehicles
-
20% straight line
Fixtures, fittings and equipment
-
10%-33% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Revaluation of tangible fixed assets

Individual freehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the Balance sheet date.

Fair values are determined from market based evidence normally undertaken by the directors.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss. 

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Debtors

Short term debtors are measured at transaction price, less any impairment.

Page 16

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.17

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.

Purchase invoices in respect of goods are recognised based on the date of the Bill of Lading when the significant risks and rewards of ownership are deemed to have been transferred. 

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

 
Page 17

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

2.Accounting policies (continued)


2.19
Financial instruments (continued)

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

 
2.20

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 annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgements in applying the entity’s accounting policies

No significant judgements have had to be made by management in preparing these financial statements.

Critical accounting estimates and assumptions

Impairment of debtors

The Company makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade debtors, management considers historical experience of the customers as well as the current relationships and ongoing trade with the relevant customers. See note 15 for the net carrying amount of the trade debtors.

Page 18

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

4.


Turnover

The whole of the turnover is attributable to the one principal activity of the company being that of wholesale of grain, oil seeds, pulses and other agricultural products.

The geographical markets supplied have not been disclosed as the directors feel this information would be seriously prejudicial to the interests of the company.


5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2025
2024
£
£

Depreciation (included in admin expenses)
88,227
100,505

Exchange differences
35,837
(132,565)

Other operating lease rentals
550,000
550,000

(Profit)/loss on sale of tangible fixed assets
26,098
(24,671)


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2025
2024
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
37,000
59,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 19

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
1,488,834
1,770,183

Social security costs
188,183
226,143

Cost of defined contribution scheme
178,667
71,332

1,855,684
2,067,658


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Staff
26
31


8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
278,624
587,176

Company contributions to defined contribution pension schemes
16,651
24,451

295,275
611,627


During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £216,049 (2024 - £475,642).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £550 (2024 - £1,321).


9.


Interest receivable and similar income

2025
2024
£
£


Other interest
375,606
486,248

Page 20

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

10.


Interest payable and similar charges

2025
2024
£
£


Bank interest payable
565,270
2,509,886

Other interest
106,044
296,181

671,314
2,806,067

11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
(8,689,576)
1,505,847

Adjustments in respect of previous periods
(43,558)
-


(8,733,134)
1,505,847


Total current tax
(8,733,134)
1,505,847

Deferred tax


Origination and reversal of timing differences
(43,033)
-

Total deferred tax
(43,033)
-


(8,776,167)
1,505,847
Page 21

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


(Loss)/profit on ordinary activities before tax
(49,313,353)
6,734,964


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(12,328,338)
1,683,741

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
4,298
18,958

Capital allowances in excess of depreciation
-
9,448

Adjustments to tax charge in respect of prior periods
(66,248)
-

Differences due to a change in tax rate from prior periods
1,612,889
-

Unrelieved tax losses
2,001,232
-

Group relief
-
(206,300)

Total tax charge for the year
(8,776,167)
1,505,847


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2025
2024
£
£


Dividend declared and paid
43,475,289
-

43,475,289
-

Post year end and prior to the approval of the account, dividends of $31,500,000 (£23,264,325) were declared and paid

Page 22

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

13.


Tangible fixed assets


Freehold land and buildings
Motor vehicles
Fixtures, fittings and equipment
Total

£
£
£
£



Cost or valuation


At 1 November 2024
2,500,000
218,374
470,183
3,188,557


Additions
-
87,440
6,566
94,006


Disposals
-
(150,874)
(255,367)
(406,241)


Revaluations
(539,369)
-
-
(539,369)


Exchange adjustments
(75,631)
-
-
(75,631)



At 31 October 2025

1,885,000
154,940
221,382
2,261,322



Depreciation


At 1 November 2024
-
98,045
291,358
389,403


Charge for the year on owned assets
-
44,542
39,992
84,534


Charge for the year on financed assets
-
3,693
-
3,693


Disposals
-
(94,611)
(224,481)
(319,092)



At 31 October 2025

-
51,669
106,869
158,538



Net book value



At 31 October 2025
1,885,000
103,271
114,513
2,102,784



At 31 October 2024
2,500,000
120,329
178,825
2,799,154

Page 23

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

           13.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


2025
2024
£
£

Freehold
1,885,000
2,500,000


The directors are of the opinion that £1,885,000 represents the market value on an open market basis.

 
Cost or valuation at 31 October 2025 is as follows:

Land and buildings
£


At cost
396,248
At valuation:

31 October 2025
1,488,752



1,885,000

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:

2025
2024
£
£



Cost
396,248
396,248

Accumulated depreciation
(150,573)
(146,611)

Net book value
245,675
249,637

Freehold land and buildings with a carrying amount of £nil (2024 - £2,500,000) have been pledged to secure borrowings of the Company. The Company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.


14.


Stocks

2025
2024
£
£

Finished goods and goods for resale
-
13,096,584




Page 24

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

15.


Debtors

2025
2024
£
£


Trade debtors
45,163,617
303,494,361

Amounts owed by group undertakings
24,556,061
23,984,066

Other debtors
10,030,941
1,261,584

Prepayments
80,705
64,308

79,831,324
328,804,319


In the current year there are provisions of £43,695,881 in respect of the trade debtors balance.


16.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
27,991,974
89,147,268

27,991,974
89,147,268



17.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade facilities
-
4,360,172

Trade creditors
11,755,172
239,148,622

Amounts owed to group undertakings
15,515,395
16,246,793

Corporation tax
-
3,378,259

Other taxation and social security
26,870
61,570

Obligations under finance lease and hire purchase contracts
-
30,994

Other creditors
-
1,976

Accruals
247,328
483,950

27,544,765
263,712,336


Bank loans amounting to £Nil (2024 - £2,201,173) are secured on the freehold property owned by the company, on certain investment properties owned by fellow subsidiaries, and by guarantees given by fellow subsidiaries.

Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.

Page 25

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

18.


Deferred taxation




2025
2024


£

£






At beginning of year
(442,224)
(442,224)


Charged to profit or loss
196,783
-



At end of year
(245,441)
(442,224)

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(54,446)
(97,480)

Revaluation of land and building
(190,995)
(344,744)

(245,441)
(442,224)


19.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



5,000,000 (2024 - 5,000,000) Ordinary shares of £1.00 each
5,000,000
5,000,000

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.



20.


Reserves

Revaluation reserve

The revaluation reserve represents the cumulative revaluation of the freehold property net of deferred tax.

Profit and loss account

The profit and loss account represents cumulative profit or losses, net of dividends and other adjustments.

Page 26

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

21.


Pension commitments

The Company operated a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £178,667 (2024 - £71,332). Contributions totaling £Nil (2024 - £Nil) were payable to the fund at the balance sheet date.


22.


Commitments under operating leases

At 31 October 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
585,902
553,517

Later than 1 year and not later than 5 years
2,220,515
2,209,085

Later than 5 years
3,437,500
3,987,500

6,243,917
6,750,102


23.Financial commitments, guarantees and contingent liabilities

The Company has given cross guarantees to secure the borrowings of fellow subsidiary undertakings of Holbud Group Limited. The total amount secured at the year end was £Nil (2024 - £6,673,747).


24.


Transactions with directors

During the year, advances and credits have been granted to the directors.

During the year, £12,461 
(2024 - £2,400) was advanced to directors and £10,998 (2024 - £2,040) was repaid. At the year end, the directors owed the Company £298,921 (2024 - £297,458).

Loans and advances are interest-free and repayable on demand. 


25.


Related party transactions

The Company discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned.

Transactions with group companies are not disclosed by virtue of the exemption claimed under FRS102 paragraph 33.1A. The group publishes consolidated accounts.

During the year, donations of £Nil 
(2024 - £1,401,000) were made to a charity whose trustees were the directors of Holbud Limited.

Page 27

 
HOLBUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2025

26.


Post balance sheet events

 Post year end dividends were declared and paid to shareholders of $31,500,000 (£23,264,325).


27.


Controlling party

The immediate and ultimate parent company is Holbud Group Limited, a company registered in England and Wales. Its registered office address is 61 Charlotte Street, London, W1T 4PF.

Holbud Group Limited prepares group financial statements and copies can be obtained from the Registrar of Companies. 
 
Page 28