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

Wesley Clover Wales Limited is a private company limited by shares incorporated in England and Wales. The registered office is Celtic Manor Resort, Coldra Woods, Newport, United Kingdom, NP18 1HQ.

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, modified to include listed fixed asset investments and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Ttruehe directors have adopted the going concern basis in preparing the accounts, notwithstanding net liabilities of £4,108,903 (2024: £4,097,595). It should be noted that year end liabilities include £198,805 (2024: £204,068) due to group companies as well as £3,995,331 (2024: £3,995,331) of redeemable preference shares held by the parent company, therefore the company is reliant on the continued support of the group and its ultimate parent company. As with any company placing reliance on other group entities for financial support, the director acknowledges that there can be no certainty that this support will continue although, at the date of approval of these financial statements, he has no reason to believe that it will not do so. The parent company, Wesley Clover International Corporation, has confirmed that it will provide such financial support as is required to enable the company to meet its obligations as they fall due, for at least the next twelve months from the date of approval of these financial statements and thereafter for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Listed investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Transaction costs are expensed to profit or loss as incurred. Changes in fair value are recognised in profit or loss.

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.

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.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

During the prior year the company recognised exceptional income of £199,978 in relation to the write off of an intercompany balance. A prior year adjustment has been made to reinstate the balance previously written off, see note 14.

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

Listed investments are accounted for at fair value based on market value as at the year end date. The company holds listed investments with a market value of £46,008 (2024: £102,138) and a historical cost of £86,489 (2024: £86,489).

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

Other creditors includes £3,995,331 (2024: £3,995,331) relating to £1 redeemable preference shares held by the parent company. The rights attached to the redeemable preference shares are as follows:

• Entitlement, at the discretion of the directors, to an annual gross dividend of 3 pence per share. Such dividend is in priority to payment of dividends to holders of any other class of share in the company, There is no further entitlement to dividends;

• Both the company and the holder of the redeemable preference shares may redeem all or any of the shares at par by giving three months written notice to the other party;

• The holders of the redeemable preference shares have provided written representation that they will not redeem the shares within the next 12 months.

There are no voting rights attached to the redeemable preference 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 2025 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.

Subsequent to the year end on 25 February 2026 the company transferred 920,164 shares held in IQE plc, a listed investment, to group company The Celtic Manor Resort Limited as satisfaction of a proportion of intercompany debt. The share price on that date was 16.02 pence therefore the fair value of shares transferred was £147,410, resulting in a gain on disposal of £101,402.

Included within other creditors is £3,078 (2024: £3,078) due to Dr S J Gibson CBE who was a director of the company during the year and as at the year end date. Dr S J Gibson CBE resigned as a director of the company subsequent to the year end. This balance is interest free and repayable on demand.

The company's immediate and ultimate parent company is Wesley Clover International Corporation, a company incorporated in Canada.

Wesley Clover International Corporation is the parent of the smallest and largest group of which the company is a member and for which group financial statements are prepared.

During the prior year the company recognised exceptional income of £199,978 in relation to the write off of an intercompany balance. A prior year adjustment has been made to reinstate the balance previously written off. Whilst the balance had been provided against in the group company's books the loan was not formally waived and the company still retained a legal obligation. The balance has been settled post year end.