REGISTERED NUMBER: 15097503 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

COHORT LENDCO III LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Profit and Loss Account and Other Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

14

DIRECTORS:

Robert James Pritchard

Balbinder Singh Sohal

Matthew John Stuchfield Thame

REGISTERED OFFICE:

97 Park Lane

Mayfair

London

W1K 7TG

REGISTERED NUMBER:

15097503 (England and Wales)

AUDITORS:

Brindleys Limited

Statutory Auditors

2 Wheeleys Road

Edgbaston

Birmingham

West Midlands

B15 2LD

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

REVIEW OF BUSINESS

The Company delivered a strong financial performance during the year.

Turnover of £12.1m (2024: £13.0m), operating profit of £2.93m (2024: £3.85m) and profit after tax was £2.20m (2024: £2.89m).

The business remains highly profitable and cash generative at an operational level, supported by strong margins on lending activities.

The Company’s net assets increased significantly to £5.16m (2024: £2.97m).

All facilities are secured by first legal charge over UK real estate, registered at HM Land Registry. Average loan-to-value across the loan book is 62%. The Company has maintained a zero capital loss record since inception.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company uses a range of financial instruments including director's loan accounts, cash, trade debtors and trade creditors. These instruments primarily fund the Company's lending activity and expose the Company to financial risks set out below.

Market risk

Market risk includes liquidity and credit risk. The Company is exposed to changes in broader market conditions, including movements in the Bank of England base rate, which affect both the Company's cost of funding and borrower demand. The directors monitor market conditions closely to preserve risk-adjusted returns.

Liquidity risk

The Company manages liquidity risk by maintaining sufficient cash reserves and committed funding to meet foreseeable lending and operational needs. Short-term flexibility is supported by director funding lines.

Credit risk

The Company's principal financial assets are facility debtors. Credit risk is managed at origination through robust underwriting, including independent property valuations and direct assessment of borrower covenant strength. The directors review credit limits and concentration regularly to avoid undue exposure to any single borrower, asset or sector. The Company has not recognised any impairment losses in the year.

STRATEGIC HIGHLIGHTS

Underwriting performance

Cohort maintained a zero capital loss record across the loan book throughout 2025. No impairments were recognised against any facility. This performance reflects the Company's underwriting approach: independent valuation of asset security, conservative LTV structuring, and disciplined credit selection. Average LTV across the book is 62%.

Operational platform

The Company invested in technology and operational infrastructure during the year to support faster decision-making and execution. The Company continues to be capable of structuring and closing facilities within tight timelines where the credit case supports it.

Capital and funding

The Company's funding base expanded materially during the year. Loans payable increased to support the larger loan book.

Bespoke approach

Cohort's lending approach is structured around the specific requirements of each transaction rather than predefined product templates. The Company is active across straightforward and complex cases, including those where complexity sits with the borrower, the asset or the underlying strategy. This approach has supported continued demand from sponsors and intermediaries throughout 2025.

ESG

The Company considers Environmental, Social and Governance factors in its lending decisions and continues to develop its approach in line with industry standards and stakeholder expectations.

OUTLOOK

The Company enters 2026 with a significantly expanded loan book, a strengthened balance sheet and an operational platform capable of supporting continued growth. The directors remain focused on disciplined origination, proactive risk management and the preservation of the Company's zero capital loss record.

ON BEHALF OF THE BOARD:

Balbinder Singh Sohal - Director

10 August 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

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

Robert James Pritchard

Balbinder Singh Sohal

Matthew John Stuchfield Thame

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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), 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 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 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.

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 company'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 company's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

Balbinder Singh Sohal - Director

10 August 2026

Opinion

We have audited the financial statements of Cohort Lendco III Ltd (the 'company') for the year ended 31 December 2025 which comprise the Profit and Loss Account and Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 company's affairs as at 31 December 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 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 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 directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.

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 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 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:

We have considered the nature of the Company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

. had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, tax legislation etc; and

. 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

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making the accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

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

. performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

. enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

. reading minutes of meetings of those charged with governance.

Our responsibility towards detecting fraud and error is such that we should plan, perform and evaluate our audit work in order to obtain reasonable assurance that the financial statements taken as a whole are free from material misstatement, whether caused by fraud or error. Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs. The risk of not detecting a material misstatement resulting from fraud may be higher than the risk of not detecting one resulting from error - for example, because fraud may involve sophisticated and carefully organised schemes designed to conceal it, such as forgery, deliberate failure to record transactions, or intentional misrepresentations being made to us. As such, procedures that are effective for detecting error may not be effective in detecting fraud. Furthermore, the risk of not detecting a material misstatement resulting from management fraud is greater than for employee fraud, because management is frequently in a position to directly or indirectly manipulate accounting records, present fraudulent financial information or override controls designed to prevent similar frauds by other employees. Based on our risk assessment, we design procedures to give us a reasonable expectation of detecting material misstatements arising from fraud or error.

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.

Sajjad Sumar FCA (Senior Statutory Auditor)

for and on behalf of Brindleys Limited

Statutory Auditors

2 Wheeleys Road

Edgbaston

Birmingham

West Midlands

B15 2LD

10 August 2026

TURNOVER

12,089,446

13,045,900

Cost of sales

9,091,684

9,178,163

GROSS PROFIT

2,997,762

3,867,737

Administrative expenses

68,219

15,672

OPERATING PROFIT and

PROFIT BEFORE TAXATION

2,929,543

3,852,065

Tax on profit

5

732,386

963,016

PROFIT FOR THE FINANCIAL YEAR

2,197,157

2,889,049

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,197,157

2,889,049

CURRENT ASSETS

Debtors

6

57,227,701

59,081,018

Cash at bank and in hand

49

438,344

57,227,750

59,519,362

CREDITORS

Amounts falling due within one year

7

52,063,734

56,552,503

NET CURRENT ASSETS

5,164,016

2,966,859

TOTAL ASSETS LESS CURRENT LIABILITIES

5,164,016

2,966,859

CAPITAL AND RESERVES

Called up share capital

8

100

100

Retained earnings

9

5,163,916

2,966,759

SHAREHOLDERS' FUNDS

5,164,016

2,966,859

The financial statements were approved by the Board of Directors and authorised for issue on 10 August 2026 and were signed on its behalf by:

Balbinder Singh Sohal - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

77,710

77,810

Changes in equity

Total comprehensive income

-

2,889,049

2,889,049

Balance at 31 December 2024

100

2,966,759

2,966,859

Changes in equity

Total comprehensive income

-

2,197,157

2,197,157

Balance at 31 December 2025

100

5,163,916

5,164,016

Cash flows from operating activities

Cash generated from operations

1

495,205

1,195,203

Tax paid

(933,500

)

(756,874

)

Net cash from operating activities

(438,295

)

438,329

(Decrease)/increase in cash and cash equivalents

(438,295

)

438,329

Cash and cash equivalents at beginning of year

2

438,344

15

Cash and cash equivalents at end of year

2

49

438,344

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

2025

2024

£

£

Profit before taxation

2,929,543

3,852,065

Decrease in trade and other debtors

1,853,317

4,899,263

Decrease in trade and other creditors

(4,287,655

)

(7,556,125

)

Cash generated from operations

495,205

1,195,203

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

49

438,344

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

438,344

15

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

438,344

(438,295

)

49

438,344

(438,295

)

49

Total

438,344

(438,295

)

49

1.	STATUTORY INFORMATION

Cohort Lendco III Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Significant judgements and estimates

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

Impairment of trade receivables

The group makes an estimate of the recoverable amount of trade and other debtors. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience.

Revenue recognition

Turnover comprises interest income arising from loans made. Revenue is recognised when:

The company has transferred the significant risks and rewards of ownership of the lending instrument.

It is probable that economic benefits will flow to the company.

The amount of revenue can be measured reliably.

Interest income is recognised on an accrual basis using the effective interest rate method over the term of the lending agreement.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account and Other Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Basic financial instruments

In accordance with Financial Reporting Standard 102 (FRS 102), the recognition and measurement of financial instruments are applied.

Loans

The Loans are non-derivative financial assets with fixed or determinable repayments that are not quoted in an active market.

They are classified as loans and receivables. The Loans are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in the Statement of comprehensive income when there is objective evidence that the assets are impaired. The impairment recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition on the Loans.

Subsequent increases in recoverable amounts of the Loans, which can be objectively related to an event occurring after previous impairment losses have been recognised, are recorded in the statement of comprehensive income to the extent previous impairment losses have been taken through the statement of comprehensive income. The reversal shall not result in a carrying amount of the Loans that exceeds the amortised cost had no impairment been recognised.

Impairment

The Company assesses at each Statement of financial position date whether there is any objective evidence that a financial asset is impaired. A financial asset or portfolio of financial assets is impaired and an impairment loss incurred if there is objective evidence that an event or events since initial recognition of the asset have adversely affected the amount or timing of future cash flows from the asset.

If there is objective evidence that an impairment loss on a financial asset classified as loans and receivables has been incurred, the Company measures the amount of the loss as the difference between the carrying amount of the asset and the present value of estimated future cash flows from the asset discounted at the original effective interest rate of the instrument at initial recognition.

Impairment losses are recognised in the Statement of comprehensive income and the carrying amount of the financial asset reduced by establishing an allowance for impairment losses. If in a subsequent period the amount of the impairment loss reduces and the reduction can be ascribed to an event after the impairment was recognised, the previously recognised loss is reversed by adjusting the allowance. Once an impairment loss has been recognised on a financial asset, interest income is recognised on the carrying amount using the rate of interest at which estimated future cash flows were discounted in measuring the impairment.

Interest receivable and similar income and interest payable and similar charges

Interest income on financial assets that are classified as loans and receivables and interest expense on financial liabilities is determined using the effective interest rate method. The effective interest rate method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or interest expense over the expected life of the asset or liability. The effective interest rate is the rate that exactly discounts estimated future cash flows to the instrument's initial carrying amount. In calculating the effective interest rate the Company estimates the cash flows considering all contracted terms (including default interest where relevant) but not future credit losses.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2025 nor for the year ended 31 December 2024.

The average number of employees during the year was NIL (2024 - NIL).

2025

2024

£

£

Directors' remuneration

-

-

4.	AUDITORS' REMUNERATION

2025

2024

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

7,200

4,200

The auditors were also paid £9,000 for non audit services provided to the company.

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

732,386

963,016

Tax on profit

732,386

963,016

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bridge loan

40,275,218

51,500,000

Bridge loan interest receivable

16,952,483

7,581,018

57,227,701

59,081,018

The debtors are secured by a first legal mortgage registered at the land registry on the property for which the bridge loan was obtained.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

21,722,744

9,707,843

Tax

31,011

232,125

Loan amounts due

30,000,000

44,750,193

Bridge loan interest payable

296,779

1,850,042

Accrued expenses

13,200

12,300

52,063,734

56,552,503

The outstanding loan amounts are secured by fixed and floating charges against the bridge loan debtor of the business.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

85

Ordinary A

1

85

85

15

Ordinary B

1

15

15

100

100

9.

RESERVES

Retained

earnings

£

At 1 January 2025

2,966,759

Profit for the year

2,197,157

At 31 December 2025

5,163,916

10.	RELATED PARTY DISCLOSURES

At the year end, the company had an outstanding loan of £21,722,828 (2024 - £9,707,927) payable to an associated company, Cohort Capital Ltd, which is registered in England and Wales.

At the year end, the company had an outstanding loan of £85 (2024 - £85) payable to an associated company, Cohort Capital Holdings Ltd, which is registered in England and Wales

11.	AUDITOR LIABILITY LIMITATION AGREEMENT

We have agreed that our aggregate liability, whether to you or any other party, of whatever nature, whether in contract, tort or otherwise, for any losses whatsoever and howsoever caused arising from or in any way

connected with this engagement shall in no circumstances exceed ten times our agreed fee.

12.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Cohort Capital Holdings Ltd.

The consolidated group accounts can be found at the registered office of the parent company Cohort Capital Holdings Ltd at 97 Park Lane, Mayfair, London W1K 7TG.

The ultimate controlling party is Avanter Holdings Limited registered in British Virgin Islands.