REGISTERED NUMBER: 07306402 (England and Wales)

Audited Financial Statements

for the Period 1 July 2024 to 31 December 2025

for

WA Capital Limited

Page

Company Information

1

Balance Sheet

2

Statement of Changes in Equity

4

Notes to the Financial Statements

5

DIRECTORS:

Sir W L Adderley

Lady N V Adderley

Mr D L Wright

Ms M J Sears

REGISTERED OFFICE:

Two Marlborough Court

Watermead Business Park

Syston

Leicestershire

LE7 1AD

REGISTERED NUMBER:

07306402 (England and Wales)

INDEPENDENT AUDITORS:

RSM UK Audit LLP (Statutory Auditor)

Rivermead House

7 Lewis Court

Grove Park

Leicester

LE19 1SD

FIXED ASSETS

Tangible assets

4

1,719

4,531

Investments

5

408,626,444

680,061,095

408,628,163

680,065,626

CURRENT ASSETS

Debtors

6

160,929

167,296

Cash at bank and in hand

1,291,123

837,037

1,452,052

1,004,333

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

7

(142,326,180

)

(188,771,337

)

NET CURRENT LIABILITIES

(140,874,128

)

(187,767,004

)

TOTAL ASSETS LESS CURRENT LIABILITIES

267,754,035

492,298,622

PROVISIONS FOR LIABILITIES

9

(6,052,849

)

-

NET ASSETS

261,701,186

492,298,622

CAPITAL AND RESERVES

Called up share capital

10

120,781

120,781

Share premium

-

337,516,858

Retained earnings

261,580,405

154,660,983

SHAREHOLDERS' FUNDS

261,701,186

492,298,622

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2026 and were signed on its behalf by:

Sir W L Adderley - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 July 2023

120,781

149,322,450

337,516,858

486,960,089

Changes in equity

Total comprehensive income

-

5,338,533

-

5,338,533

Balance at 30 June 2024

120,781

154,660,983

337,516,858

492,298,622

Changes in equity

Reduction in share capital

-

337,516,858

(337,516,858

)

-

Distribution of inter company loans

-

(265,730,241

)

-

(265,730,241

)

Total comprehensive income

-

35,132,805

-

35,132,805

Balance at 31 December 2025

120,781

261,580,405

-

261,701,186

1.	STATUTORY INFORMATION

WA Capital 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 presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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”), the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime, and under the historical cost convention, modified to include certain financial instruments at fair value. The disclosure requirements of section 1A of FRS 102 have been applied.

Reporting period

These financial statements have been prepared for a period of 18 months, ending on 31 December 2025. The previous financial statements covered a 12-month period therefore the amounts presented in the Profit and Loss Account and related notes are not entirely comparable with those of the prior period.

Going concern

The directors have prepared forecasts for a period of 12 months from the date of approval of these financial statements considering the high levels of cash reserves, the nature of expenditure including the significant discretionary element, support committed to other group companies and likelihood of it being called upon, which indicate that the company will have sufficient funds to meet its liabilities as they fall due in that period. On this basis, they continue to adopt the going concern basis of accounting in the preparation of the financial statements.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

25% on cost

Investments in subsidiaries

Interests in subsidiaries, associates and jointly controlled entities are initially measured at

cost and subsequently measured at cost less any accumulated impairment losses.

The investments are assessed for impairment at each reporting date and any impairment

losses or reversals of impairment losses are recognised immediately in profit or loss.

Financial instruments

Financial instruments are recognised in the 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

Basic financial assets, which include 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.

Other financial assets

Other financial assets, including investments in equity instruments and derivatives, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies, 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 receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss. Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

Equity instruments

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the directors.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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

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 period end and 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Investments

Trade investments are classified as financial instruments and accounted for in accordance with the financial assets accounting policy at fair value through profit or loss.

Unlisted investments over which the company has no significant influence, control or joint control are initially measured at transaction price including costs of investment. They are subsequently revalued to Fair Value.

Unlisted investments are monitored against transaction price of subsequent fundraising rounds, current and future financial performance measures and comparable market transactions.

Classification of amounts owed by group undertakings

Management are required to make judgments regarding the classification of amounts owed by group undertakings, determined by reference to the facts in each case. Loans that are in the nature of current accounts and loans that are made on the clear understanding that they will be repaid within a relatively short period should be treated as current assets and shown under debtors. Where loans are used to meet the capital requirements of the borrower and as such in effect, are investments intended for use on a continuing basis in the lender's company's activities should be classified as fixed assets.

Income recognition

Dividends are accounted for when receivable by the company. Interest is accounted for as it falls due.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 7 (2024 - 6 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 July 2024

and 31 December 2025

7,500

DEPRECIATION

At 1 July 2024

2,969

Charge for period

2,812

At 31 December 2025

5,781

NET BOOK VALUE

At 31 December 2025

1,719

At 30 June 2024

4,531

5.	FIXED ASSET INVESTMENTS

31/12/25

30/6/24

£

£

Shares in group undertakings

-

104

Other investments not loans

406,945,837

469,740,478

Other loans

1,680,607

210,320,513

408,626,444

680,061,095

Additional information is as follows:

Shares in

group

Listed

Unlisted

undertakings

investments

investments

Totals

£

£

£

£

COST OR VALUATION

At 1 July 2024

104

337,344,986

116,785,492

454,130,582

Additions

80,844,541

287,786,531

110,604,706

479,235,778

Disposals

(80,844,645

)

(462,219,743

)

(33,428,830

)

(576,493,218

)

Fair value adjustment

-

(5,671,178

)

39,953,873

34,282,695

At 31 December 2025

-

157,240,596

233,915,241

391,155,837

NET BOOK VALUE

At 31 December 2025

-

157,240,596

233,915,241

391,155,837

At 30 June 2024

104

337,344,986

116,785,492

454,130,582

Cost or valuation at 31 December 2025 is represented by:

Listed

Unlisted

investments

investments

Totals

£

£

£

Valuation in 2025

157,240,596

233,915,241

391,155,837

Shares in group undertakings

On the 18th December 2025 the Company took part in a group restructure in which its subsidiaries were transferred via distribution.

Listed investments

The Company actively trades on various stock exchanges including The New York stock exchange and The London stock exchange. Holdings are diversified in sectors including technology, healthcare, power and retail.

Unlisted investments

The company categorises its unlisted investments under the following headings; Property, Hedge Funds, Private debt, Private equity venture, Private equity growth, Private equity secondary, Private equity buyout, Private equity general partner stakes and Infrastructure.

Investments (neither listed nor unlisted) were as follows:

31/12/25

30/6/24

£

£

Artwork

15,790,000

15,610,000

Amounts

owed by

Group

Undertakings

£

At 1 July 2024

210,320,513

New in year

243,974,912

Repayment in year

(452,614,818

)

At 31 December 2025

1,680,607

New in period

£

Additional sums loaned in period

209,124,246

Reversal of prior period impairment

34,850,666

243,974,912

Repayment in period

£

Repayments from subsidiaries in period

(152,131,405

)

Transferred via distribution

(300,483,412

)

(452,614,818

)

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/25

30/6/24

£

£

Corporation tax

35,617

76,393

Prepayments and accrued income

125,312

90,903

160,929

167,296

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/25

30/6/24

£

£

Bank loans and overdrafts (see note 8)

27,028,811

169,699,279

Other loans (see note 8)

115,000,000

19,000,000

Trade creditors

248,726

-

Accruals and deferred income

48,643

72,058

142,326,180

188,771,337

8.

LOANS

An analysis of the maturity of loans is given below:

31/12/25

30/6/24

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

27,028,811

169,699,279

Directors' Loan

115,000,000

19,000,000

142,028,811

188,699,279

On the 27th November 2025 Sir W L Adderley and Lady N V Adderley entered into a new agreement to make a rolling credit facility available to WA Capital in the maximum amount of £125,000,000. The balance of this facility as at 31st December 2025 was £115,000,000 (2024: £19,000,000). The loan is repayable on demand.

9.	PROVISIONS FOR LIABILITIES

31/12/25

30/6/24

£

£

Deferred tax

6,052,849

-

Deferred tax

£

Charge to Profit & Loss

6,052,849

Balance at 31 December 2025

6,052,849

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/12/25

30/6/24

value:

£

£

120,731

Ordinary A

£1

120,731

120,731

50

Ordinary B

£1

50

50

120,781

120,781

Ordinary A shares have full voting rights.

Ordinary B shares have no voting rights nor do they contain any rights of redemption. The B ordinary shares are entitled to the first £1,000 of any dividend declared but thereafter are not entitled to any dividend.

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Auditors' Report was unqualified.

Kelly Boorman (Senior Statutory Auditor)

for and on behalf of RSM UK Audit LLP (Statutory Auditor)

12.	CAPITAL COMMITMENTS

31/12/25

30/6/24

£

£

Contracted but not provided for in the

financial statements

103,938,742

86,903,232

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the period the company disposed of a 1.56% shareholding in Dunelm Group Plc for net proceeds of £35,642,006.80, which is a related party as Sir WL Adderley is a Director and Deputy Chairman of the Dunelm Group. During the period until its disposal WA Capital Limited received dividends totalling £nil (2024: £2,466,187.62) from Dunelm PLC.

During the period WA Capital Limited donated £3,425,000 (2024: £3,170,000) to The Stoneygate Trust. Sir WL Adderley and Lady NV Adderley are both Trustees of The Stoneygate Trust and sole funders of the Charity.

Transactions with Directors

At the 31st December 2025, the Company owed the directors £115,000,000 (2024: £19,000,000) in respect of loan accounts. During the period, the Company repaid £29,000,000 and the directors advanced £125,000,000. There is no interest charged on these amounts.

Parent Company

Following a group restructure, the immediate parent company became Greenhill Holdings Ltd, a private company incorporated in the Isle Of Man which is UK tax registered. Its registered office is Jubilee Buildings, Victoria Street, Douglas, IM1 2SH.

The company's ultimate controlling party is Sir W L Adderley, the majority shareholder of Greenhill Holdings Ltd.

14.	FINANCIAL INSTRUMENTS

31/12/25

30/6/24

Notes

£

£

Financial assets measured at fair value through profit or loss

Listed investments

10

157,240,596

337,344,986

Unlisted investments

10

233,915,241

116,785,492

Financial assets that are debt instruments measured at amortised cost:

Amounts owed by group undertakings

10

1,680,607

210,320,513

392,836,444

664,450,991

Basis for determining fair value

The listed investments are valued at their quoted closing price on the period end date. Unlisted investments are valued at fair value.

15.	GROUP REORGANISATION

On 18th December 2025 the Company was acquired by Greenhill Holdings Limited (023049V) a Company incorporated in the Isle of Man and registered in the UK for tax.

The Company distributed the investments it held in its subsidiaries and their related inter Company loans to the new Parent Company.

After approval of a Solvency Statement the share capital of the Company was reduced by means of a Special Resolution and £337,516,858 was transferred from Share Premium to distributable reserves.