Peter J Higgs Neil Sandy Guy R Ruddle

10484085 (England and Wales)

65 Leadenhall Street London EC3A 2AD GB

Investments

570,456 

553,217 

Debtors

97,857 

58,211 

Cash at bank and in hand

83,157 

43,863 

(232,390)

(130,746)

(11,542)

(52,806)

Called up share capital

114,139 

85,260 

Profit and loss account

393,399 

386,479 

For the year ending 31 March 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2025 and were signed on its behalf by

Neil Sandy Director Company Registration No. 10484085

Wellers Impact Consulting Limited is a private company, limited by shares, registered in England and Wales, registration number 10484085. The registered office is 65 Leadenhall Street, London, EC3A 2AD, GB.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.

The financial statements of the Company are prepared up to 31 March 2025.

The company has taken advantage of exemption, under the terms of FRS 102, not to disclose related party transactions with and between wholly owned subsidiaries and the parent of the same group.

Long term investments, including stocks and shares issued by subsidiaries, are initially measured at cost. At the end of each reporting period, the Company reviews the carrying amounts of its investments to determine whether those assets have suffered a material impairment loss. If any such indication exists, the estimated impairment loss would be recognised in the Company's profit or loss so that the asset value is reduced to a recoverable amount based on the higher of fair value less costs to sell and a pre-tax discounted value in use of future cash flows.

The provisions of section 11 Basic Financial Instruments of FRS 102 have been applied to all financial instruments held by the Group and the Company. Such instruments are recognised in the balance sheet once the related provisions of an underlying contract are legally in force. 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 liabilility simultaneously. Basic financial assets, which include debtors, balances for cash at bank and in hand, and balances with related parties, are initially recognised at transaction price plus directly attributable transaction costs. At each reporting end date, all financial assets are reviewed to determine whether there has been any significant value impairment loss or loss reversal that should be recognised in profit or loss. For assets receivable more than one year from the balance sheet date, amounts are carried at amortised cost using the effective interest method. If, however, it is a financing transaction, it is measured at the present value of future receipts after discounting at a market interest rate. 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 Group after deducting all known liabilities. Basis financial liabilities, including creditors and net credit balances with related parties, are initially recorded at transaction price. This does not apply for an arrangement where a debt instrument is measured at the present value of future payments as discounted by a market interest rate. Financial liabilities are not amoritised if they are payable within one year from the balance sheet date. The effective interest rate method is used to carry debt instruments at amortised cost. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from the Company's suppliers. Amounts payable are classified as current liabilities if payment is within one year from the balance sheet date. If more than one year, such amounts are separately presented as non-current liabilities. Initially, trade creditors are recognised at transaction price. Subsequently , they are measured at amortised cost using the effective interest rate method.

The aggregate balance includes all basic financial assets legally owned and controlled by the Group and the Company. This includes bank current accounts, deposits held at call with banks, short term liquid investments that mature within three months or less, petty cash, and bank overdrafts. To the extent that bank overdrafts cannot be legally offset against sup;pus cash balances, they are presented under basic financial liabilities.

When the Company issues equity instruments they are recorded at the proceeds received after deducting all costs directly related to an issue. Dividends payable on equity instruments are recognised as liaibilities once they are no longer at the discretion of the Company.

The following benefits are recognised as an expense and a liability in the Company's accounts. payments to defined contribution retirement schemes are included as they fall due; all costs of short-term employee benefits are included immediately the cost of any unused holiday entitlement is included to the extent that an employee's services have been received by the Company; and any costs related to terminating an employee's contract of employment are included to the extent that the Company is definitely obliged to make such payments.

At incorporation, the Company issued two £1 ordinary shares and, on 7 December 2016, issued a further two £1 ordinary shares. The Company carried out a consolidation of ordinary shares as at 20 June 2022, whereby it's ordinary share capital of 4 shares at nominal value of £1 per share was redesignated into 100,000 shares at nominal value of £0.001 per share in order to facilitate future additional shareholders without the subdivision of shares. Thus, the Company has a total ordinary share capital of £100, which is fully paid up and entitles holders, parri passu, to participate in the Company's affairs.

As at 21 December 2021, the Company issued 13,697 non-redeemable, non-cumulative preference share of a value of £1.00 each. As at 21 February 2022, the Company issued a further 71,463 non-redeemable, non-cumulative preference shares of a value of £1.00 each. As at 6 June 2024 the Company issued a further 28,879 non redeemable, non-cumulative preference shares of a value of £1.00 each. All preference shares all fully paid up. The preference shares carry no voting or other rights to participate in the Companies affairs.

The company has proportionally reallocated employee costs to its subsidiary, Wellers Impact Limited, based on average usage of resources each quarter during the financial year ended 31 March 2025.

Wellers Impact Limited - equity The Company owns 100% of the 5,000 £1 ordinary shares issued by Wellers Impact Limited, which is incorporated in England and Wales with number 09857205. Wellers Impact Limited was registered as W & P Newco (459) on 4 November 2015 and changed its name of 6 December 2016. It submitted dormant company accounts to Companies House in respect of the period to 30 November 2016, and prepared accounts for an extended period from 1 December 2016 to 31 March 2018. During that period, Wellers Impact Limited commenced its trade as an arranger of corporate finance business for which it has been regulated by the Financial Conduct Authority since 3 July 2017. On 6 December 2016, the Company acquired all of its holding in Wellers Impact Limited for a total cost of £5,000, which continues to be the carrying amount in the Company's accounts. As at 31 March 2025, Wellers Impact Limited has net assets of £144,121. Gearbox Europlacer Limited - equity The Company owns 33.33% of the 999 Ksh 100 ordinary shares issued by Gearbox Europlacer Ltd ("Gearbox"), which was incorporated in Kenya with number PVT-Y2UL882K on 28 July 2021. The Company revalued its investment as at 31 December 2024 and recognized that revaluation through its Profit and Loss Account. The following table provides an analysis of financial assets that are measured subsequent to initial recognition at fair value, grouped into levels based on the degree to which the fair value is observable: Level one fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level two fair value measurements are those derived from inputs other than quoted prices included within level one that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level three fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data. The investment into Gearbox Europlacer Limited has been included within level three. The valuation methodology used by the company to value this investment is consistent with the industry standard IPEVC guidelines. A fair value has been calculated on the basis that the asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. In estimating fair value, a methodology is used that is deemed appropriate in the light of the nature, facts and circumstances of this investment. Fair value measurements typically use information supplied by third-party investment managers. The Company has used an average of 3 recognised valuation approaches to arrive at the most appropriate fair value measurement as at 31 December 2024 for its investment: 1. Discounted cashflow calculation 2. Industry standard EBITDA average multiple calculation 3. Enterprise Value calculation Gearbox Europlacer Ltd - recoverable grant On 24 February 2022, the Company entered into a Recoverable Grant Agreement with Gearbox. Under the terms of this lending arrangement, £71,462.59 has been advanced for a 5-year term, accruing interest at 0% per annum per the finalized Agreement.. In addition, the Company advanced initial setup costs to Gearbox in the amount of £1,739.30, which is repayable at the point when Gearbox reaches profitability. Gearbox commenced operations in January 2022 after an initial setup phase.

During the year the average number of employees was 4 (2024: 2).