The directors present the strategic report for the year ended 31 December 2024.

As a social impact company our aim is for everyone to confidently live their lives to the fullest with a vision of a “world where no one is left behind.”

Over the previous 12 months the company has taken a detailed look at its financial performance and following the decision in 2023 to withdraw from the DfE due to revised payment terms undertook a full root and branch examination of the business.

Alongside the effect of previous investment in technology this meant that the operating costs of the business were able to be reduced significantly whilst maintaining or improving the quality of customer delivery.

2024 Performance

The difficulties highlighted during 2023 were successfully addressed during 2024, albeit leaving the business with the anticipated negative position. 2024 was a transition year for the business with a range of cost improvements implemented alongside a number of successful bids and rebids. The effect of which saw the company enter profit in 2025.

Actions taken during 2024 have now been seen across the first half of 2025, demonstrating a long-term sustainable position.

2024 Changes Successfully implemented

In 2023 the business highlighted the opportunity for reduced business costs, primarily driven by the investment in technology.

This initial target was exceeded and a full year saving of £1.2m was realised, the majority of which continues to flow through into 2025 and beyond.

Further investment in AI led technology also supported further efficiencies, particularly around business development, the benefits of which are now been felt across wider areas of the business.

The impact of the decisions taken in 2023 and implemented in 2024 are now being felt across the business with the first half of 2025 recording a positive trading position.

2024 Growth

New Business in 2024 included two new sectors with new contracts to serve:

• The national Money & Pensions Service (Executive non-Departmental body sponsored by the Department of Works & Pension)

• UK Power Networks (Utility Direct Network Operator)

Importantly those new contracts allowed the business to enter new sectors of Debt related Mental Health Advice and Energy Advice.

Further, our existing sector focus saw further contract wins in:

• Housing Associations (Plus Dane)

• Local Government (Royal Borough of Kensington)

• Health (NHS North London Trust)

• Private Sector (partnered with Serco to deliver digital inclusion training)

The average contract length is now in the region of 4 years with Government contracts typically being 5 years.

Alongside successful rebids and extensions this means that the business enters 2025 and 2026 with the vast majority of existing business secured, including further potential for growth within those contracts.

Strengthened Board

The focus on growth also included the confirmation that Chris Wright, a We Are Group advisor, would formally join the Board.

As the ex-CEO of Catch 22, a highly comparable social enterprise business who he led for 11 years during which it grew from c.£30million to £60milion turnover.   Chris is uniquely placed to advise the business as it enters a similar growth period.  Chris also led the creation of Jobs22 when Catch22 created a joint venture with the Angus Knight Group. In 2022 Jobs22 secured a DWP Restart contract worth £175million.

Non Financial Performance

Other non- financial performance included:

• Supporting over 27,000 citizens via the Company’s community programme, a near 30% increase on 2023

• Customer satisfaction score of 97% for our largest Government contract with HM Courts & Tribunals Service 75 across all our community programmes

• Supported 13,455 people through our Home Office contracts, including 151,920 hours dedicated to supporting individuals as part of the Windrush Compensation Scheme

• An average Social Return on Investment score of 2.

• Our Social Media presence ensured a reach of over 14,708 people with the Company’s LinkedIn channel showing a 26% increase in followers in year, further demonstrating increasing recognition of the business at a national level.

• Those who completed our Debt Advice programme were an average of £4,299 better off, a 40% increase on 2023.

Current Position

The activities during 2024 have shown a relentless focus on cost control and customer services alongside a significantly increased pipeline of opportunities, the majority of which are known public sector opportunities with clear tender timelines.

Recent wins have also demonstrated the ability to deliver into new areas but also cross sector, further demonstrating the potential for the business. Alongside that the Directors have recognised the opportunities that technology will bring to new business opportunities.

The addition of a new Board Member with significant experience of the sectors we serve further supports the Directors confidence in the Company’s plan to move to full year profitability. The business continues to attract continued support from its investors.

We are thankful to our staff, partner organisations with whom we deliver many of our services, and our customers.

On behalf of the board

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

We Are Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Friars House, Manor House Drive, Coventry, CV1 2TE.

The current reporting period for the entity is 12 months. The comparative reporting period is for the 17 months ended 31 December 2023. Comparative amounts presented in the financial statements (including the related notes) are therefore not entirely comparable.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

The directors have formed a judgement that the company has adequate resources available to continue to operate and to discharge all financial obligations as they fall due for a period of at least 12 months from the date of approval of the financial statements.

The company reported losses for the 12 months ended 31 December 2024 which were in part due to lower than anticipated sales but do include significant non-cash costs including additional depreciation on the company’s IT system and new premises which were procured as part of the 2023 investment and share-based payment costs which have been accounted for under the requirements of FRS102. In addition, the directors took decisive action during 2024 to reduce overhead costs, with a programme starting in February 2024 and completing in September 2024 reducing costs by £100k per month which significantly improved the monthly losses position and right sized the business. By taking these steps, the company is forecast to show an improved trading result for 2025 due to the aforementioned cost savings, coupled with new business wins.

The company reported net current liabilities of £287,796 and net liabilities of £78,040 at 31 December 2024 in part due to the losses referenced above, however the directors note that a further loan note commitment of c.£925k from existing investors, of which c.£750k was drawn down during 2024, also contributed to the net liabilities position due to its presentation as a liability under FRS102. Although the loan notes are not redeemable until 2029, the directors are confident that the loan note holders will not request repayment on maturity, instead anticipating conversion and therefore not impacting on the company’s cashflow requirements. That being said, the directors acknowledge that if not converted, the repayment of loan notes could have a significant impact on the company’s ability to continue as a going concern. Subsequent to the year end, existing investors committed a further £307k to the company via additional signed convertible loan note agreement under the same terms.

As part of their going concern considerations, the directors considered the above and have prepared detailed forecasts for the period to 30 September 2026. The company has detailed plans to win new business, and these financial statements are prepared on that basis. In the unlikely event that no new business was secured, and loan notes are not converted to equity, the directors are confident of being able to reduce costs further and manage cash sufficiently to ensure the company’s ability to continue as a going concern.

Revenue is recognised as the fair value of goods and services associated with the delivery of training courses and associated fees.

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

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

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

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

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

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

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Cash and cash equivalents are basic financial assets and include cash at bank only.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade debtors, corporation tax recoverable, other 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.

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 trade creditors, taxation and social security and other creditors, 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.

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.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

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.

The costs of short-term employee benefits are recognised as a liability and an expense.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

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.

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

Within other creditors is £151,195 (2023 - £374,604) of income which has been deferred to future financial periods.

Other creditors represent unsecured, convertible loan notes. These loan notes attract interest at a rate of 6% per annum and have a redemption date of May 2029.

The options outstanding at 31 December 2024 have an exercise price ranging from £0.10 to £1,423.44, and a remaining contractual life of 8.54 years.

During the year, the company recognised a charge of £353,808 (2023: £76,749) which relates to equity settled share based payment transactions.

Ordinary shares will have full voting rights and on a liquidation event will be entitled to receive a pro rata share of proceeds after payment of the sums due to the Preference C shares, Preference A1 shares and Preference A2 shares and the amount due to the preference B1 shares and Preference B2 shares.

Deferred shares has no voting rights. On a liquidation event, the holders of deferred shares shall received £1.00 for the entire class of deferred shares in issue.

Preference A and C shares have full voting rights and on a liquidation event will be entitled to receive the greater of: (I) the price paid for a preference share and (II) an amount that a preference share would be entitled to on a pro rata basis if all preference shares were converting into ordinary shares.

Preference B1 shares have full voting rights and on a liquidation event, subject to the priority of the preference C shares, preference A1 shares and preference A2 shares, the holders of preference B1 shares will be entitled to a maximum payment of £100,000. If round milestones are met, the preference B1 shares will automatically convert into deferred shares.

Preference B2 shares have full voting rights and on a liquidation event, subject to the priority of the preference C shares, preference A1 shares and preference A2 shares, the holders of preference B2 shares will be entitled to a maximum payment of £75,000. If round milestones are met, the preference B2 shares will automatically convert into deferred shares.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 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.

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

Advances or credits have been granted by the company to one of its directors as follows:

In the opinion of the directors, there is no ultimate controlling party.