REGISTERED NUMBER: 11592565 (England and Wales)

Consultus Resilience Limited

Report of the Directors and

Financial Statements

for the Period 28 March 2024 to 31 March 2025

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Profit or Loss

6

Statement of Profit or Loss and Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Statement of Cash Flows

10

Notes to the Statement of Cash Flows

11

Notes to the Financial Statements

12

DIRECTORS:

E J Gray

D J Peake

A Staley

A Madeley

A Whiteman

B Wilson

SECRETARY:

E J Gray

REGISTERED OFFICE:

Consultus House

96 Bath Lane

Leicester

Leicestershire

LE3 5BJ

REGISTERED NUMBER:

11592565 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

The directors present their report with the financial statements of the company for the period 28 March 2024 to 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of management consultancy.

DIVIDENDS

No dividends will be distributed for the period ended 31 March 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 28 March 2024 to the date of this report.

E J Gray

D J Peake

A Staley

A Madeley

A Whiteman

B Wilson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 UK-adopted international accounting standards. 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 of 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

A Staley - Director

9 January 2026

Opinion

We have audited the financial statements of Consultus Resilience Limited (the 'company') for the period ended 31 March 2025 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the period then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; 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 Auditors' 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 other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where 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.

- the directors were not entitled to take advantage of the small companies. exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- we considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (IFRS and Companies Act 2006) and the relevant tax compliance regulations in the UK;

- we considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- we communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit, also all areas where fraud might occur in the financial statements and how;

- we considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors these programmes and controls;

- we considered how the directors and management respond to risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- we performed detailed analytical procedures to identify and unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and

regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Stephen Butler BA FCA (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

9 January 2026

CONTINUING OPERATIONS

Revenue

2,200

4,935

Cost of sales

-

(7,135

)

GROSS PROFIT/(LOSS)

2,200

(2,200

)

Administrative expenses

18,126

(18,276

)

OPERATING PROFIT/(LOSS)

20,326

(20,476

)

PROFIT/(LOSS) BEFORE INCOME TAX

4

20,326

(20,476

)

Income tax

5

-

-

PROFIT/(LOSS) FOR THE PERIOD

20,326

(20,476

)

PROFIT/(LOSS) FOR THE PERIOD

20,326

(20,476

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

20,326

(20,476

)

ASSETS

CURRENT ASSETS

Trade and other receivables

6

936,688

655,850

Cash and cash equivalents

7

383

455

937,071

656,305

TOTAL ASSETS

937,071

656,305

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

8

910,001

650,001

Retained earnings

9

(3,920

)

(24,246

)

TOTAL EQUITY

906,081

625,755

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

10

30,990

30,550

TOTAL LIABILITIES

30,990

30,550

TOTAL EQUITY AND LIABILITIES

937,071

656,305

The financial statements were approved by the Board of Directors and authorised for issue on 9 January 2026 and were signed on its behalf by:

A Staley - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 28 March 2023

650,001

(3,770

)

646,231

Changes in equity

Total comprehensive income

-

(20,476

)

(20,476

)

Balance at 27 March 2024

650,001

(24,246

)

625,755

Changes in equity

Issue of share capital

260,000

-

260,000

Total comprehensive income

-

20,326

20,326

Balance at 31 March 2025

910,001

(3,920

)

906,081

Cash flows from operating activities

Cash generated from operations

1

(72

)

(18,810

)

Net cash from operating activities

(72

)

(18,810

)

Cash flows from financing activities

Intercompany balance movement

(260,000

)

18,812

Share issue

260,000

-

Net cash from financing activities

-

18,812

(Decrease)/increase in cash and cash equivalents

(72

)

2

Cash and cash equivalents at beginning of period

2

455

453

Cash and cash equivalents at end of period

2

383

455

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

Period

28.3.24

to

Year Ended

31.3.25

27.3.24

£

£

Profit/(loss) before income tax

20,326

(20,476

)

(Increase)/decrease in trade and other receivables

(20,838

)

9,623

Increase/(decrease) in trade and other payables

440

(7,957

)

Cash generated from operations

(72

)

(18,810

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 31 March 2025

31.3.25

28.3.24

£

£

Cash and cash equivalents

383

455

Year ended 27 March 2024

27.3.24

28.3.23

£

£

Cash and cash equivalents

455

453

1.	STATUTORY INFORMATION

Consultus Resilience Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The principal activity of the company is management consultancy.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Consultus Resilience Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, The Consultus International Group Limited, Consultus House, 96 Bath Lane, Leicester, Leicestershire, LE3 5BJ.

Revenue recognition

Turnover is recognised at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Significant judgements and estimates

The company makes estimates and assumptions concerning the future. Management are also required to exercise judgment in the process of applying the company's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

In preparing these financial statements, the directors have made the following judgments:

- A provision is recognised when the company has a present legal or constructive obligation as a result of a past event for which it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flow at a rate that reflects the time value of money and the risks specific to the liability.

- Whether a present obligation is probable or not requires judgment. The nature and type of risks for these provisions differ and management’s judgment is applied regarding the nature and extent of obligations in deciding if an outflow of resources is probable or not.

- Depreciation and residual values. The Directors have reviewed the asset lives and associated residual values of all fixed asset classes, and in particular, the useful economic life and residual values of fixtures and fittings, and have concluded that asset lives and residual values are appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projects disposal values.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 March 2025 nor for the year ended 27 March 2024.

The average number of employees during the period was NIL (2024 - NIL).

Period

28.3.24

to

Year Ended

31.3.25

27.3.24

£

£

Directors' remuneration

-

-

4.	PROFIT/(LOSS) BEFORE INCOME TAX

No inventory expenses have been incurred within these financial statements.

5.	INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the period ended 31 March 2025 nor for the year ended 27 March 2024.

6.	TRADE AND OTHER RECEIVABLES

2025

2024

£

£

Current:

Trade debtors

28,477

7,639

Amounts owed by group undertakings

908,211

648,211

936,688

655,850

7.	CASH AND CASH EQUIVALENTS

2025

2024

£

£

Bank accounts

383

455

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

910,001

Ordinary

£1

910,001

650,001

260,000 Ordinary shares of £1 each were allotted and fully paid for cash at par during the period.

9.

RESERVES

Retained

earnings

£

At 28 March 2024

(24,246

)

Profit for the period

20,326

At 31 March 2025

(3,920

)

10.	TRADE AND OTHER PAYABLES

2025

2024

£

£

Current:

Amounts owed to group undertakings

30,550

30,550

VAT

440

-

30,990

30,550

11.	RELATED PARTY DISCLOSURES

At the year end amounts were owed to the company by Consultus International UK (The Energy Brokers) Limited, a company under common control, totalling £237,960 (2024 - £237,960). The amount is interest free and repayable on demand.

At the year end amounts were owed by the company to Ennovus Solutions Limited, a company under common control, totalling £6,250 (2024 - £6,250).

At the year end amounts were owed to the company by Consultus Assured Energy Limited, a company under common control, totalling £200 (2024 - £200). The amount is interest free and repayable on demand.

At the year end amounts were owed by the company to Consultus (PEMXQ) Limited, a company under common control, totalling £14,700 (2024 - £14,700).

At the year end amounts were owed to the company by The Consultus International Group Limited, the ultimate parent company, totalling £670,051 (2024 - £410,051). The amount is interest free and repayable on demand.

At the year end amounts were owed by the company to Consultus Worldwide Limited, a company under common control, totalling £9,600 (2024 - £9,600).

12.	ULTIMATE CONTROLLING PARTY

The immediate and ultimate parent company is The Consultus International Group Limited, a Company incorporated in England & Wales. The consolidated financial statements for the group are available from Companies House, Crown Way, Cardiff.

A Staley is the ultimate controlling party, by virtue of his control of The Consultus International Group Limited.