Company No: 05810119 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	30.06.2025		31.12.2023
		£		£
Fixed assets
Tangible assets	4	0		66,248
		0		66,248
Current assets
Debtors	5	21,202		139,848
Cash at bank and in hand		71,237		198,493
		92,439		338,341
Creditors: amounts falling due within one year	6	( 58,077)		( 198,267)
Net current assets		34,362		140,074
Total assets less current liabilities		34,362		206,322
Creditors: amounts falling due after more than one year	7	0		( 17,708)
Provision for liabilities		0		( 15,965)
Net assets		34,362		172,649
Capital and reserves
Called-up share capital	8	10,000		10,000
Profit and loss account		24,362		162,649
Total shareholder's funds		34,362		172,649

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

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of The Henley Group International Limited (registered number: 05810119) were approved and authorised for issue by the Board of Directors on 24 November 2025. They were signed on its behalf by:

Mr M A S Pitts Director

1. Accounting policies

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

General information and basis of accounting

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

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

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

Reporting period length

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

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Taxation

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

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

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

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Goodwill	3 years straight line
Other intangible assets	3 years straight line

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis over its useful economic life of 10 years.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Tangible fixed assets

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

Leasehold improvements	10 years straight line
Vehicles	6 years straight line
Fixtures and fittings	6.67 years straight line
Office equipment	25 % reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Statement of Income and Retained Earnings over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

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

Trade and other debtors

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

Cash and cash equivalents

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

Trade and other creditors

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

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Ordinary share capital

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

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2. Employees

	Period from 01.01.2024 to 30.06.2025		Year ended 31.12.2023
	Number		Number
Monthly average number of persons employed by the Company during the period, including directors	4		5

3. Intangible assets

	Goodwill		Other intangible assets		Total
	£		£		£
Cost
At 01 January 2024	8,775		3,850		12,625
At 30 June 2025	8,775		3,850		12,625
Accumulated amortisation
At 01 January 2024	8,775		3,850		12,625
At 30 June 2025	8,775		3,850		12,625
Net book value
At 30 June 2025	0		0		0
At 31 December 2023	0		0		0

4. Tangible assets

	Leasehold improve- ments		Vehicles		Fixtures and fittings		Office equipment		Total
	£		£		£		£		£
Cost
At 01 January 2024	13,552		112,721		11,872		105,478		243,623
Additions	0		0		0		13,295		13,295
Disposals	( 13,552)		( 112,721)		( 11,872)		( 118,773)		( 256,918)
At 30 June 2025	0		0		0		0		0
Accumulated depreciation
At 01 January 2024	11,124		79,254		10,473		76,524		177,375
Charge for the financial period	1,655		5,722		686		14,483		22,546
Disposals	( 12,779)		( 84,976)		( 11,159)		( 91,007)		( 199,921)
At 30 June 2025	0		0		0		0		0
Net book value
At 30 June 2025	0		0		0		0		0
At 31 December 2023	2,428		33,467		1,399		28,954		66,248

5. Debtors

	30.06.2025		31.12.2023
	£		£
Trade debtors	7,203		76,288
Amounts owed by Group undertakings	0		34,181
Prepayments	6,999		22,379
Other debtors	7,000		7,000
	21,202		139,848

6. Creditors: amounts falling due within one year

	30.06.2025		31.12.2023
	£		£
Bank loans	0		14,190
Trade creditors	11,087		13,929
Amounts owed to Group undertakings	5,539		0
Accruals and deferred income	4,900		99,215
Taxation and social security	35,600		58,546
Other creditors	951		12,387
	58,077		198,267

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

	30.06.2025		31.12.2023
	£		£
Bank loans	0		17,708

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

8. Called-up share capital

	30.06.2025		31.12.2023
	£		£
Allotted, called-up and fully-paid
8,000 Ordinary A shares of £ 1.00 each	8,000		8,000
2,000 Ordinary B shares of £ 1.00 each	2,000		2,000
	10,000		10,000

9. Related party transactions

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