Company Registration No. 08747022 (England and Wales)
LYELL TRADING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
LYELL TRADING LIMITED
COMPANY INFORMATION
Directors
R J Cook
A Troughton
Secretary
Origin Investments Ltd
Company number
08747022
Registered office
Meadow Barn
Elkstone Studios
Cheltenham
United Kingdom
GL53 9PQ
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
LYELL TRADING LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 20
LYELL TRADING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Fair review of the business

During 2025 the loan book gross of provisions increased by £1m from 2024 to £173.9m, made up of 22 loans (2024: 21). The Company’s underlying investor base was relatively stable after the uncertainty in the prior year which saw the shake up of 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 complete and sell developments, which resulted in loan repayments being delayed and a number of loans extended where appropriate.

Further provisions of £22.3m were added during the year to reflect adverse movements in some historical loans (2024: £29.9m). It remains the Directors’ view that those affected loans are secured against assets that either have been or are likely to be acquired by newly formed group companies. During the year to December 2025, three such assets were directly acquired in addition to the two acquired in 2024. After the year end, one of the assets acquired in 2024 achieved a successful sale with the loan from Lyell Trading Limited being repaid in full.

Principal risks and uncertainties

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 LKTV levels as a result but most remain within tolerance.

The Company is also exposed, albeit indirectly, to increases in costs and programme delays to construction activity. The construction sector was not immune to inflation pressures and additional regulation has further increased the time it takes to obtain consent and subsequently deliver new buildings. Both factors act to reduce margins in development. Although the Company is shielded from those reductions through the structure of our loan guarantees, they do depress development activity and impact future business as well as put pressure on the profitability of borrower clients.

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.

LYELL TRADING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Long term view

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 developers to deliver highly sustainable product, primarily through interest rates but also more generally through advice throughout the development 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. Lyell is committed to remain a responsible lender and will continue to enhance the ways in which ESG factors are built into its investments.

Financial risk management

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. 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.

Key performance indicators

The results for the Company show a pre-tax loss of £15.1m for the period (2024: pre-tax loss of £23.4m) on turnover of £13.5m (2024: £13.3m).

The total loan book size (gross of provisions) stands at £173.9m (2024: £172.9m) comprising 22 loans (2024: 23). Management performs monthly impairment reviews of loan receivable balances and carries provisions of £89.4m (2024: £69.6m).

The weighted loan-to-value (LTV) of all loans is 69.6% (2024: 64.9%).

 

On behalf of the board

A Troughton
Director
24 September 2026
LYELL TRADING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

Principal activities

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

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

R J Cook
A Troughton
Auditor

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

Statement of disclosure to auditor

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.

On behalf of the board
A Troughton
Director
24 September 2026
LYELL TRADING LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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:

 

 

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.

LYELL TRADING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LYELL TRADING LIMITED
- 5 -
Opinion

We have audited the financial statements of Lyell 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:

 

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:

 

LYELL TRADING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LYELL TRADING LIMITED
- 6 -
Matters on which we are required to report by exception

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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 4, 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.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

Extent to which the audit is considered capable of detecting irregularities, including fraud

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:

 

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 and relevant correspondence.

LYELL TRADING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LYELL TRADING LIMITED
- 7 -

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:

 

 

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:

 

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.

William King (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
24 September 2026
7-11 Melville Street
Statutory Auditor
Edinburgh
EH3 7PE
LYELL TRADING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
13,529,434
13,317,336
Administrative expenses
(5,838,870)
(5,123,118)
Bad and doubtful debt expense
4
(22,294,917)
(29,917,152)
Operating loss
5
(14,604,353)
(21,722,934)
Interest receivable and similar income
7
1,010,504
341,510
Interest payable and similar expenses
8
(1,512,655)
(2,059,450)
Loss before taxation
(15,106,504)
(23,440,874)
Tax on loss
9
257,895
1,122,965
Loss for the financial year
(14,848,609)
(22,317,909)

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

LYELL TRADING LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
10
2
3
Current assets
Debtors falling due after more than one year
12
13,554,398
12,772,754
Debtors - deferred tax
14
-
0
623,769
Debtors falling due within one year
12
87,978,201
92,361,980
Cash at bank and in hand
42,650,917
19,759,480
144,183,516
125,517,983
Creditors: amounts falling due within one year
13
(57,240,552)
(23,726,411)
Net current assets
86,942,964
101,791,572
Net assets
86,942,966
101,791,575
Capital and reserves
Called up share capital
15
957,657
957,657
Share premium account
16
136,204,706
136,204,706
Profit and loss reserves
(50,219,397)
(35,370,788)
Total equity
86,942,966
101,791,575
The financial statements were approved by the board of directors and authorised for issue on 24 September 2026 and are signed on its behalf by:
A Troughton
Director
Company Registration No. 08747022
LYELL TRADING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
951,575
135,216,740
(13,052,879)
123,115,436
Year ended 31 December 2024:
Loss and total comprehensive expense for the year
-
-
(22,317,909)
(22,317,909)
Issue of share capital
15
6,082
987,966
-
994,048
Balance at 31 December 2024
957,657
136,204,706
(35,370,788)
101,791,575
Year ended 31 December 2025:
Loss and total comprehensive expense for the year
-
-
(14,848,609)
(14,848,609)
Balance at 31 December 2025
957,657
136,204,706
(50,219,397)
86,942,966
LYELL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Lyell 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.

1.1
Accounting convention

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:

 

 

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.

 

Lyell Trading Limited is a wholly owned subsidiary of Buckley Trading Group Limited and the results of Lyell 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.

1.2
Going concern

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.

 

The operating loss for the year is due in large part to provisions of £22.3m made during the year to reflect continued underperformance on specific loans. It remains the Directors’ view that those affected loans are secured against assets that either have been or are likely to be acquired by newly formed group companies. Lyell Trading Limited’s parent company, Buckley Trading Group Limited, has sufficient financial resources available to it to be able to provide support as it might be required by the Company.

1.3
Turnover

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 during the year in relation to that loan is reversed, as it is no longer expected to be received.

LYELL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.4
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Cash and cash equivalents

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

1.6
Financial instruments

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

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.

Impairment of financial assets

Financial assets 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.

Derecognition of financial assets

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.

LYELL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Classification of financial liabilities

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

Basic financial liabilities, including creditors and loans from fellow group companies 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.

Derecognition of financial liabilities

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

1.7
Equity instruments

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.

1.8
Taxation

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

Current 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

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.

LYELL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.9
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

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.

Key sources of estimation uncertainty

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.

Loan receivables provision

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 £89,388,573 (2024: £69,644,184 are included within loans receivable at year end.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Interest and fees receivable
13,529,434
13,317,336
2025
2024
£
£
Turnover analysed by geographical market
UK
13,529,434
13,317,336
2025
2024
£
£
Other significant revenue
Interest income
1,010,504
341,510
LYELL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
4
Bad and doubtful debt expense
2025
2024
£
£
Expenditure
Provisions against loans receivable
22,294,917
29,917,152
5
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
26,100
25,190
6
Employees

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

2025
2024
Number
Number
Total
0
0

Directors are employed and remuneration by fellow group companies.

7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
1,010,504
341,510
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
-
0
577,572
Interest on participator loans
1,512,655
1,481,878
1,512,655
2,059,450
LYELL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
9
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
(881,664)
-
0
Group tax relief
-
0
(1,122,965)
Total current tax
(881,664)
(1,122,965)
Deferred tax
Origination and reversal of timing differences
630,290
-
0
Adjustment in respect of prior periods
(6,521)
-
0
Total deferred tax
623,769
-
0
Total tax credit
(257,895)
(1,122,965)

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

2025
2024
£
£
Loss before taxation
(15,106,504)
(23,440,874)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(3,776,626)
(5,860,219)
Tax effect of expenses that are not deductible in determining taxable profit
94
7,871
Tax effect of income not taxable in determining taxable profit
-
0
(13,492)
Change in unrecognised deferred tax assets
4,406,822
4,742,875
Adjustments in respect of prior years
(881,664)
-
0
Deferred tax adjustments in respect of prior years
(6,521)
-
0
Taxation credit for the year
(257,895)
(1,122,965)
10
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
11
2
3
LYELL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Fixed asset investments
(Continued)
- 17 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost
At 1 January 2025
3
Disposals
(1)
At 31 December 2025
2
Carrying amount
At 31 December 2025
2
At 31 December 2024
3

The shareholding in Lyell (Lakes Resort) Limited was disposed of during the year and the shares transferred to another fellow group undertaking,

11
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Lyell Residential (Bankfield) Limited
Meadow Barn, Elkstone Studios, Cheltenham, United Kingdom, GL53 9PQ
Property development
Ordinary
100.00
Lyell Residential (Hatton Garden) Limited
Meadow Barn, Elkstone Studios, Cheltenham, United Kingdom, GL53 9PQ
Property development
Ordinary
100.00
LYELL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Loans receivable
81,621,583
82,259,325
Corporation tax recoverable
-
0
1,914,793
Amounts owed by group undertakings
6,150,999
8,073,465
Prepayments and accrued income
205,619
114,397
87,978,201
92,361,980
Deferred tax asset (note 14)
-
0
623,769
87,978,201
92,985,749

Loans receivable are shown net of bad debt provisions of £89,388,573 (2024: £69,644,184).

 

Amounts owed by group undertakings falling due within one year relate to £6,059,901 (2024 :£7,999,383) in respect of loans provided to fellow group members in line with the normal course of business. The remaining £91,098 (2024: £79,635 ) is interest free and repayable on demand.

 

Amounts owed by group undertakings falling due after more than one year relate to £10,603,586 (2024 :£nil) in respect of loans provided to fellow group members in line with the normal course of business.

2025
2024
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
10,603,586
-
0
Loans receivable
2,950,812
12,772,754
13,554,398
12,772,754
Total debtors
101,532,599
105,758,503
13
Creditors: amounts falling due within one year
2025
2024
£
£
Loans from participators
25,402,701
23,571,231
Trade creditors
41,007
61,408
Amounts owed to group undertakings
31,570,654
26,508
Accruals and deferred income
226,190
67,264
57,240,552
23,726,411

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

LYELL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
14
Deferred taxation

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

Assets
Assets
2025
2024
Balances:
£
£
Tax losses
-
623,769
2025
Movements in the year:
£
Asset at 1 January 2025
(623,769)
Charge to profit or loss
623,769
Liability at 31 December 2025
-

 

 

A deferred tax asset of £15,043,935 (2024: £11,857,655) has not been recognised in respect of tax losses of £60,175,742 (2024: £49,925,698) 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.

15
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
87
87
1
1
Redeemable shares of 1p each
95,765,638
95,765,638
957,656
957,656
95,765,725
95,765,725
957,657
957,657

During the year nil (2024: 608,294) redeemable shares of £0.01 each were allocated and fully paid. The shares are redeemable at the sole discretion of the company.

16
Share premium account

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

LYELL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
17
Related party transactions
Transactions with related parties

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

Management Fees
Consultancy Fees
2025
2024
2025
2024
£
£
£
£
Entities with common directorships
5,360,015
4,951,264
-
-
Directors
-
-
15,000
15,000

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.

18
Ultimate controlling party

The immediate and ultimate parent is Buckley Trading Group Limited.

 

The company has no ultimate controlling party.

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