Company No: 10920540 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	30.06.2025		31.12.2023
		£		£
Fixed assets
Tangible assets	3	232,014		243,414
Investments	4	179,850		604,850
		411,864		848,264
Current assets
Debtors	5	7,259		1,475
Cash at bank and in hand		4,380		1,852
		11,639		3,327
Creditors: amounts falling due within one year	6	( 169,023)		( 319,269)
Net current liabilities		(157,384)		(315,942)
Total assets less current liabilities		254,480		532,322
Creditors: amounts falling due after more than one year	7	( 120,000)		( 120,000)
Provision for liabilities		( 54,199)		0
Net assets		80,281		412,322
Capital and reserves
Called-up share capital	8	100		100
Profit and loss account		80,181		412,222
Total shareholders' funds		80,281		412,322

For the financial period ending 30 June 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• 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; 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 Statement of Income and Retained Earnings has not been delivered.

The financial statements of Henley Holdings Limited (registered number: 10920540) were approved and authorised for issue by the Board of Directors on 01 December 2025. They were signed on its behalf by:

Mr M A S Pitts Director

1. Accounting policies

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

General information and basis of accounting

Henley Holdings Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is C/O Victoria House, 39 Winchester Street, Basingstoke, RG21 7EQ, 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 £.

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Reporting period length

The financial statements are presented for a period of 18 months to 30 June 2025, therefore the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, 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.

Dividend income

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably).

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Vehicles	4 - 50 years straight line
Fixtures and fittings	5 years straight line
Computer equipment	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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

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.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

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.

2. Employees

	Period from 01.01.2024 to 30.06.2025		Year ended 31.12.2023
	Number		Number
Monthly average number of persons employed by the Company during the period, including directors	3		3

3. Tangible assets

	Vehicles		Fixtures and fittings		Computer equipment		Total
	£		£		£		£
Cost
At 01 January 2024	257,562		620		2,000		260,182
At 30 June 2025	257,562		620		2,000		260,182
Accumulated depreciation
At 01 January 2024	16,053		248		467		16,768
Charge for the financial period	10,615		186		599		11,400
At 30 June 2025	26,668		434		1,066		28,168
Net book value
At 30 June 2025	230,894		186		934		232,014
At 31 December 2023	241,509		372		1,533		243,414

4. Fixed asset investments

Investments in subsidiaries

	30.06.2025
	£
Cost
At 01 January 2024	604,850
At 30 June 2025	604,850
Provisions for impairment
At 01 January 2024	0
Impairment	425,000
At 30 June 2025	425,000
Carrying value at 30 June 2025	179,850
Carrying value at 31 December 2023	604,850

5. Debtors

	30.06.2025		31.12.2023
	£		£
Amounts owed by Group undertakings	5,539		0
VAT recoverable	1,720		1,475
	7,259		1,475

6. Creditors: amounts falling due within one year

	30.06.2025		31.12.2023
	£		£
Trade creditors	1,407		469
Amounts owed to Group undertakings	0		34,181
Amounts owed to directors	157,690		272,426
Accruals	2,500		0
Taxation and social security	7,426		11,886
Other creditors	0		307
	169,023		319,269

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

7. Creditors: amounts falling due after more than one year

	30.06.2025		31.12.2023
	£		£
Other creditors	120,000		120,000

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

8. Called-up share capital

	30.06.2025		31.12.2023
	£		£
Allotted, called-up and fully-paid
50,000 Ordinary A shares of £ 0.001 each	50		50
50,000 Ordinary B shares of £ 0.001 each	50		50
	100		100
120,000 Preference B shares of £ 1.00 each	120,000		120,000
	120,100		120,100

9. Related party transactions

Transactions with the entity's directors

	30.06.2025		31.12.2023
	£		£
Amounts owed to Directors	157,690		272,426

All amounts are interest free and have no fixed date for repayment.

The Company has taken advantage of the exemption available under FRS 102 section 1.A.C 35 to not disclose transactions within a wholly owned group.