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

During 2025 the loan book gross of provisions decreased from £113.5m at December 2024 to £97.3m at December 2025, made up of 28 loans (2024: 29), although this masks greater underlying activity within the portfolio as new loans are written and existing ones repaid. The Company’s underlying investor base was relatively stable after the uncertainty in the prior year which saw the shake-up of inheritance tax ("IHT") relief in the Labour Government’s first budget. That stability is welcome and has enabled the Company to plan with greater certainty. Access to funds to support new lending was maintained throughout the year, but the Company remained prudent in its underwriting and only offered and concluded new loans which met its risk profile.

The Company’s business is not only impacted by subscriptions or redemptions by underlying investors, it is materially impacted by property markets and the wider economy. As a whole, 2025 was relatively stable politically and the economy continued to grow, albeit modestly. Base rates reduced during the year from 4.25% to end the year at 3.75%. However, the expected falls in inflation never materialised and remained within a range of 3.3% to 3.6% through the year, significantly above the Bank of England’s 2% target.

Unsurprisingly, the whole property market was also subdued for much of the year, with aggregate values increasing by c1-2%. The slightly lower interest rates led to more traction in the market which in turn led to more opportunities for the Company enabling us to build a stronger pipeline of new opportunities.

The slower housing and commercial investment market again resulted in extended timescales to refinance or sell investments, which resulted in loan repayments being delayed and a number of loans extended where appropriate.

Further provisions of £10.7m were added during the year to reflect adverse movements in some historical loans (2024: £4.4m).

The Company remains exposed to the wider property markets, both for the value and liquidity of its underlying security, and for its prospects for future new business. Residential capital markets have been subdued but relatively resilient as values have increased in nominal terms across most UK markets. High value homes, principally in London and South East markets have seen some value declines, especially for discretionary purchasers. The availability of mortgages at relatively affordable rates has enabled a consistent level of transactions, which in turn has supported pricing.

Commercial real estate markets have also remained relatively stable, although transaction volumes have been depressed compared to historical averages. As interest rates remained elevated through the year, despite the expectations of falls on the back of moderating inflation prints, the stability was welcomed. Offices remain under pressure, but retail has seen a modest increase in values, especially for the retail warehouse sector.

The reduction in transaction activity has led to delays in repayment of some loans, with consequential additions in interest costs. Overall, we saw some increases in LTV levels as a result but most remain within tolerance.

Overall, occupational markets remained robust, particularly for residential properties. As new home deliveries have consistently failed to meet demand (a trend which is set to continue despite the government targeting 1.5m new homes during this parliament) and mortgage rates remaining elevated, the number of households choosing to rent rather than buy has remained steady, with demand outstripping supply in many markets. This has led to residential rents increasing in both absolute and nominal terms over the year and enabled landlords to relet units quickly even where existing tenants choose to vacate. This has supported the payment of interest across the portfolio.

The more volatile rate environment has enabled to Company to position itself positively in the market through its fixed rate lending proposition, and higher base rates has made the Company more competitive generally. However, competitors responded by reducing margins and the influx of institutional capital also led to lower interest rates across the market.

Credit risk

Credit risk is the risk that the Company's loans are subject to borrower default. It arises principally from the Company's receivables from customers and cash and cash equivalents held at banks. Borrower default is mitigated by the company taking first charge security over real estate assets, whose values are assessed by external professionals ahead of loan completion. Credit risk management lies at the core of the business and the Company has continued to develop its strong credit risk management framework which includes clearly defined credit risk policy, a Credit Committee which meets monthly, and an Impairment Committee which meets monthly.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s position. The Company's liquidity position is monitored and reviewed on an ongoing basis by the directors and management.

Cash flow risk

Cash flow risk is the potential for a business to experience fluctuations in cash inflows and outflows that may prevent it from meeting its financial obligations or funding operations. The Company produces cashflow models for each of its loans and also produces a cash flow forecast which forecasts inflows and outflows up to the life of the longest lived loans which is reviewed weekly by management, and regularly by the directors.

The directors carry out a robust and thorough assessment of the risks faced by the Company, this defines the strategic objectives and long-term viability of the Company and allows it to remain in a healthy and stable condition.

Environmental, social and governance (ESG)

The Company remains committed to its sustainable lending policies which are increasingly recognised as a differentiator by borrowers and their brokers. By encouraging and supporting investors to target, or improve during their period of ownership, highly sustainable product, primarily through interest rates but also more generally through advice throughout the investment process, we are aligning the interests of our clients and the Company. We still have high conviction that more sustainable buildings will be more attractive to occupiers and investors, and consequently reflect less risk. Henslow is committed to remain a responsible lender and will continue to enhance the ways in which ESG factors are built into its investments.

The results for the Company show a pre-tax loss of £2.6m for the year (2024: pre-tax profit of £3.1m) on turnover of £12.3m (2024: £11.4m).

The total loan book size (gross of provisions) stands at £97.3m (2024: £113.5m) comprising 28 loans (2024: 29). Management performs monthly impairment reviews of loan receivable balances and carries provisions of £22.9m (2024: £11.7m).

Whist the overall portfolio weighted loan-to-value (LTV) is 89.8% (2024: 63.6%), this metric is disproportionately inflated by one loan, where the amount advanced has increased over the period to support the owner's business plan, but the underlying property valuation has not been updated since the loan was originally closed. Excluding this outlier, the portfolio LTV is 68.6% which remains within tolerance for income backed secured lending.

On behalf of the board

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

The principal activity of the company continued to be that of the provision of secured loans.

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

The auditor, Johnston Carmichael LLP is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 strategic report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the 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.

We have audited the financial statements of Henslow Trading Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 December 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 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 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 and Financial Statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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 our 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 and 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 set out on page 5, 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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:

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• Companies Act 2006;

• Corporation Tax legislation; and

• UK Generally Accepted Accounting Practice.

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls

• Revenue recognition

• Valuation of bad and doubtful debts

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

• Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Recalculation of interest income based on contractual documentation for a sample of loans receivable;

• Review and assessment of the carrying value of loans receivable, including a challenge of the key underlying assumptions applied by management;

• Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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 Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

Henslow Trading Limited is a private company limited by shares incorporated in England and Wales. The registered office is Meadow Barn, Elkstone Studios, Cheltenham, United Kingdom, GL53 9PQ.

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. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’: Interest income/expense and net gains/losses for each category of financial instrument.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Henslow Trading Limited is a wholly owned subsidiary of Buckley Trading Group Limited and the results of Henslow Trading Limited are included in the consolidated financial statements of Buckley Trading Group Limited which are available from Meadow Barn, Elkstone Studios, Cheltenham, United Kingdom, GL53 9PQ.

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, comprising interest and fees receivable under loan agreements, is recognised in the profit and loss account using the effective interest rate (EIR) method. The EIR method spreads interest and relevant fees over the expected life of the financial asset to achieve a constant periodic rate of return on the net carrying amount of the loan. If a loan is written off during the year, any interest income that was previously recognised in relation to that loan is reversed, as it is no longer expected to be received.

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 current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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 assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 and, loans from fellow group, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, 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.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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 finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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.

The directors assess the recoverability of loans and associated interest, taking into account performance against loan agreements, security held and other information received. Provisions are made on a prudent basis where there is a current indication recovery of loans and associated interest may not be achieved in full. Provisions of £22,998,165 (2024: £11,661,849) are included within loans receivable at year end.

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

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

Loans receivable are shown net of bad debt provisions of £22,998,165 (2024: £11,661,849).

Amounts owed by group undertakings £nil (2024 £479) are interest free and repayable on demand.

Amounts owed by related parties are in respect of loans receivable, in line with the normal course of business.

Amounts owed to group undertakings are interest free and repayable on demand.

A deferred tax asset of £648,493 (2024: £nil) has not been recognised in respect of tax losses of £2,593,972 (2024: £nil) as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits at the time of approving these financial statements.

During the year nil (2024: 293,091) Redeemable shares of £0.01 each were allocated and fully paid. The shares are redeemable at the sole discretion of the company.

Share premium is the amount subscribed for share capital in excess of nominal value, net of share issue costs.

During the year the company entered into the following transactions with related parties:

As a wholly owned subsidiary of Buckley Trading Group Limited, advantage has been taken of the exemption granted by Section 33 Related Party Disclosures 33.1A, not to disclose transactions entered into between two or more members of a group, with entities that are wholly owed by the common parent undertaking.

The immediate and ultimate parent is Buckley Trading Group Limited.

The company has no ultimate controlling party.