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

Details of the review of the business in the period including results and dividends are included in the Directors Report.

The company's financial risk management objective is broadly to seek to make neither profit nor loss from exposure to interest rate risks. Its policy is to finance working capital through retained earnings where necessary.

The directors believe that the principal risks and uncertainties facing the business are the retention of clients and the regulatory environment.

The company has a large number of clients and makes continued efforts to ensure it offers a good service to its customers to increase the retention rate.

To ensure regulatory compliance, the company employs suitably qualified individuals to ensure that all relevant guidelines are followed. The company also makes use of consultants and other bodies where necessary to ensure compliance.

The company believes that its key performance indicators are revenue, operating profit and the level of reserves held within the business.

All indicators are reviewed on a monthly basis by the board of directors and actions are taken where necessary to ensure that these are in line with set budgets.

On behalf of the board

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

The principal activity of the company continued to be that of stockbroking and the company is regulated by the Financial Conduct Authority.

Turnover rose from £1,870,189 to £2,075,994 in 2025. The business enjoyed growth in both commissions and fees reflecting strong trading conditions. Management continues to facilitate investors movement onto discretionary managed business and believe that the progress made in the fee based business will better position the company going forward.

Over the last few years our outsourced clearing and settlement services provider, Platform Securities LLP, changed its trading platform and provided us with support in the transition period. This assistance significantly reduced in 2024 but growth in commissions and fees combined with a rise in interest rates on deposits supported an increase in profits before tax from £569,688 in 2024 to £597,941 in 2025.

Ordinary dividends were paid amounting to £308,119. The directors do not recommend payment of a final dividend.

Preference dividends were paid amounting to £5,947.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Management continues to focus on improving and extending electronic access to investor communication. Work is ongoing to develop investor access to the platform and to communicate electronically rather than on paper. Management is mindful to deliver a more environmentally sound solution to investors whilst endeavouring to improve the investor experience.

The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual 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 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 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 and then apply them consistently;

• make judgements 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; and

• 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 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.

We have audited the financial statements of Hedley & Company Stockbrokers Limited (the 'company') for the year ended 31 August 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 company's affairs as at 31 August 2025 and of its 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 Auditor's 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 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

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

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.

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; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, 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.

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 auditor's 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.

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance including the nature of any bonus or performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the company's policies and procedures relating to identifying, evaluating and complying with laws and regulations;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included compliance with Financial Conduct Authority regulations.

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiry of management around actual and potential litigation and claims;

- reviewing minutes of meetings of those charged with governance and reviewing regulatory correspondence with the Financial Conduct Authority;

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 auditor's 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Hedley & Company Stockbrokers Limited is a private company limited by shares incorporated in England and Wales. The registered office is 19 Trident Park, Blackburn, Lancashire, BB1 3NU.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, as modified to include the revaluation of certain assets. The principal accounting policies adopted are set out below.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover comprises revenue recognised by the company in respect of services supplied during the year, exclusive of Value Added Tax.

Commission and fee income forms the material area of revenue for the company. Commission income is recognised when trades have been completed and fee income is recognised when the work to which it relates has been carried out.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.

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

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

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

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

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The company operated a defined contribution pension plan for its employees. Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. The assets of the plan are held separately from the company in independently administered funds.

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

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

A significant proportion of the company's income is generated over a period of time with the actual remuneration not receivable until the end of the relevant period. In some cases, the future amount will not be determinable as it will be affected by a number of factors including future numbers of clients and the market values of their various portfolios. The company makes estimates of these amounts based on the information available on the variable factors at the date the estimates are made. See note 15 for the carrying amount of accrued income.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2024 - 4).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The investments had a cost of £97,872. They were revalued downwards by £262 in 2021, £24,364 in 2022, £10,129 in 2023 and £237 in 2024.

Other debtors includes a bond of £110,000 (2024: £110,000) with ADM Investor Services International Limited. The company's relationship with ADM is discussed further in note 20 contingent liabilities.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The 10,000 ordinary shares are split as follows:

2,375 ordinary 'A' shares of £1 each

2,375 ordinary 'B' shares of £1 each

2,375 ordinary 'C' shares of £1 each

2,375 ordinary 'E' shares of £1 each

150 ordinary 'J' shares of £1 each

75 ordinary 'G' shares of £1 each

25 ordinary 'H' shares of £1 each

100 ordinary 'K' shares of £1 each

50 ordinary 'L' shares of £1 each

25 ordinary 'N' shares of £1 each

25 ordinary 'P' shares of £1 each

25 ordinary 'Q' shares of £1 each

25 ordinary 'R' shares of £1 each

All classes of ordinary shares carry the same rights to dividends. The holders of the ordinary 'A', 'B', 'C' and 'E' shares all have the right to appoint a director.

The preference shares are non-cumulative, non-redeemable and attract a dividend of 6% per annum if the company has sufficient reserves. During the year, he company undertook a company purchase of own shares of 187,257 on 5 March 2025, and cancelled the shares on the same day, increasing the capital redemption reserve.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company offers trading in derivative instruments to its clients, on both an execution only and discretionary basis, via an introduction arrangement with ADM Investor Services International Limited ("ADM").

At the year end there were a total of 2,173 (2024 - 4,299) positions with a total margin requirement of £5,650,920 (2024: £3,977,498). This figure was satisfied in full by clients with an overall excess of £7,767,041 (2024: £7,458,173).

Derivative instruments can generate exposures to the company's clients contingent on future market movements which the company is unable to quantify at the balance sheet date. Under its agreement with ADM the company is subject to default risk on this trading in the event that its clients fail to satisfy their obligations.

The company has deposit a bond of £110,000 (2024: £110,000) with ADM to cover any potential claims in this respect.

During the year the company paid rent of £12,500 (2024: £12,500) for a property owned by the directors' pension scheme, The Guardian SIPP. An amount of £536 (2024: £536) was also charged for property insurance, of which an amount of £nil (2024: £536) was outstanding at the year end.