REGISTERED NUMBER: 10768455 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

WPC 5 Limited

Page

Company Information

1

Report of the Directors

2

Income Statement

3

Balance Sheet

4

Notes to the Financial Statements

6

DIRECTORS:

D M B Jolly

J D Weight

REGISTERED OFFICE:

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

REGISTERED NUMBER:

10768455 (England and Wales)

The directors present their report with the financial statements of the Company for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

D M B Jolly

J D Weight

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:

J D Weight - Director

15 September 2026

INVESTMENT INCOME

-

-

Administrative expenses

(2,058

)

(1,830

)

(2,058

)

(1,830

)

Fair value gain/(loss) on

investment

(7,939,285

)

14,456,193

OPERATING (LOSS)/PROFIT

(7,941,343

)

14,454,363

Interest receivable and similar income

34,953

36,360

(7,906,390

)

14,490,723

Interest payable and similar expenses

(256,516

)

(256,216

)

(LOSS)/PROFIT BEFORE TAXATION

(8,162,906

)

14,234,507

Tax on (loss)/profit

4

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(8,162,906

)

14,234,507

FIXED ASSETS

Investments

6

14,016,003

21,920,335

CURRENT ASSETS

Debtors

7

100

10,100

Cash at bank

8

7,633

69

7,733

10,169

CREDITORS

Amounts falling due within one year

9

(1,123,261

)

(867,123

)

NET CURRENT LIABILITIES

(1,115,528

)

(856,954

)

TOTAL ASSETS LESS CURRENT LIABILITIES

12,900,475

21,063,381

CREDITORS

Amounts falling due after more than one year

10

(2,565,164

)

(2,565,164

)

NET ASSETS

10,335,311

18,498,217

CAPITAL AND RESERVES

Called up share capital

11

200

200

Retained earnings

10,335,111

18,498,017

SHAREHOLDERS' FUNDS

10,335,311

18,498,217

The Company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the Company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the Company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the Company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the Company.

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

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2026 and were signed on its behalf by:

J D Weight - Director

1.	STATUTORY INFORMATION

WPC 5 Limited is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in accordance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

In accordance with the requirements of FRS 102 para 9.9, all subsidiary companies should be excluded from consolidation on the grounds that the companies are held exclusively with a view to subsequent resale as part of an investment portfolio.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are constantly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on management's best knowledge of the amount, events, or actions, actual results ultimately may differ from those estimates.

The directors consider the following to be the critical estimates or judgements applicable to the financial statements:

Fair value of investments held as part of an investment portfolio

The investments are held at fair value. Methodologies have been applied for the valuation of these investments, with the movements in fair value being recognised through the Statement of Comprehensive Income.

Going concern

These financial statements have been prepared on the going concern basis. Management believe that this is appropriate as they have a reasonable expectation that the Company has adequate resources to meet its liabilities as they fall due for the foreseeable future, being the twelve months following the date of this report.

The global economic environment continues to be impacted by a number of factors, such as the rising price of energy and transportation, inflation, interest rate changes, with increasing instability caused by the conflicts in the Middle East and Ukraine. Whilst the conflicts are not expected to have a direct impact on the Company, the overall global economic environment will inevitably have some impact. Management has considered the risks arising in their going concern assessment and performed an impact analysis using information available to the date of issue of these financial statements. The analysis has modelled a number of adverse scenarios to assess the potential impacts that these risks may have on the liquidity, operations and solvency of the Company, as well as a reverse stress test including an assessment of any relevant mitigations management have within their control to implement.

Having performed the above analysis, management believes the Company has sufficient liquidity or committed capital to meet its liabilities for twelve months from the date of this report, via ongoing investment from shareholders and cash currently in the bank, and that the preparation of the financial statements on a going concern basis remains appropriate as the Company expects to be able to meet its obligations as and when they fall due.

Investments in subsidiaries and associates

Investments are measured at fair value. They are recognised and de-recognised on the date when their purchase or sale is subject to a relevant contract and the associated risks and rewards have been transferred. The Company manages its investments with a view to profiting from the receipt of investment income and capital appreciation from changes in the fair value of investments.

Investments are initially recognised at the fair value of the consideration given and are subsequently measured at fair value, in accordance with the Company's valuation policies.

Unquoted investments, including both equity and loans, are designated at fair value through profit and loss and are subsequently carried in the Statement of Financial Position at fair value.

Fair value is the amount for which an asset can be exchanged, or liability settled, between knowledgeable, willing parties in an arm's length transaction at the measurement date. The fair value of investments is based on quoted prices, where available. When quoted prices are not available, the fair value is estimated in line with industry standard valuation guidelines such as the International Private Equity and Venture Capital valuation guidelines for direct investments in portfolio companies. These valuation techniques can be subjective and include assumptions which are not supportable by observable data. Given the subjectivity of the direct investments in portfolio companies, the valuations are approved by an Investment Committee. Earnings based valuation techniques are the most commonly used for estimating fair value of direct investments in portfolio companies along with Discounted Cash Flow models and net asset values. EBITDA is the most common measure for earnings and the earnings multiple is derived from comparable listed companies or relevant precedent transaction multiples. The directors adjust for relative performance in the set of comparable, exit expectations, and other company specific factors.

Financial instruments

Financial instruments are classified by the director as basic or advanced following the conditions in FRS 102 Section 11. Basic financial instruments are recognised at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. The company has no advanced financial instruments.

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

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 financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year 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.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of the acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Shares classified as debt

Preference shares are classified as liabilities. The dividends on these preferences shares are taken to the Statement of Comprehensive Income as a finance expense.

3.	EMPLOYEES AND DIRECTORS

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

4.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

(Loss)/profit on ordinary activities before tax

(8,162,906

14,234,507

Tax on (loss)/profit on ordinary activities at standard rate of 25% (2024: 25%)

(2,040,727

3,558,627

Effects of:

Expenses not deductible for tax purposes

64,643

64,511

Income not taxable for tax purposes

1,984,821

(3,614,048

Deferred tax (utilised)/not recognised

(8,738

(9,090

Total tax charge for the year

-

-

5.	FINANCIAL RISK MANAGEMENT

The Directors have overall responsibility for the establishment and oversight of the Company's risk management framework. There are systems of controls in place to create an acceptable balance between the potential costs, should such a risk occur, and the costs of managing those risks. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Company's activities.

The Company has exposure to market risk, liquidity risk, and credit risk. This section provides details of the Company's approach to financial risks, and describes the methods used by management to mitigate and control such risk.

Market risk

The Company's investments are susceptible to market price risk arising from uncertainties about future market conditions within which the investments operate. The Company's strategy on the management of investment risk is driven by the Company's investment objective. The Company's investment objective is to make investments in businesses going through change that would benefit from change, including operational improvement, buy and build, organic roll-out, founder exits, and corporate carve-outs. The Company's market risk is regularly managed by management and the Directors. In relation to specific limitations regarding investments, this is reviewed by the Directors.

Credit risk

Credit risk is the risk of financial loss to the Company as a result of a counterparty failing to meet its contractual obligations. This risk is principally in connection with the Company's investments. Concentrations of credit risk exist when changes in economic, industry, or geographic factors similarly affect the Company's counterparties whose aggregate credit exposure is significant in relation to the Company's total credit exposure.

The carrying amount of financial assets represents the Directors' assessment of the maximum credit risk exposure of the Company at the Statement of Financial Position date. Decreases in fair value during the year reflect the decline in recoverability on individual assets, either as a result of company specific or of general macroeconomic conditions.

This risk is mitigated by the disciplined credit procedures that management has in place prior to making an investment and the ongoing monitoring of that investment throughout its lifespan.

The directors consider the Company's credit exposure to trade and other receivables and current assets held for sale to be low and as such no further analysis has been presented.

Liquidity risk

The Company's liquidity risk is the risk that the Company will encounter difficulties raising liquid funds to meet commitments as they fall due. A prudent risk management approach is adopted to ensure sufficient cash is available for both operational expenses and investments through period review of cash flow forecasting.

The Company's policy is to maintain continuity of funding. Due to the long-term nature of the Company's assets, the Company seeks to ensure that the maturity of its debt instruments is matched to the expected maturity of its assets.

6.	FIXED ASSET INVESTMENTS

31.12.25

31.12.24

£

£

Shares in group undertakings

13,620,827

21,560,112

Loans to group undertakings

395,176

360,223

14,016,003

21,920,335

Additional information is as follows:

Investment

£

COST

At 1 January 2025

21,560,112

Fair value gain/(loss)

(7,939,285

)

At 31 December 2025

13,620,827

NET BOOK VALUE

At 31 December 2025

13,620,827

At 31 December 2024

21,560,112

Loans to

group

undertakings

£

At 1 January 2025

360,223

Interest accrued in year

34,953

At 31 December 2025

395,176

Fair value measurements recognised in the Statement of Financial Position

The information set out below provides information about how the Company determines fair values of various financial assets and financial liabilities, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities

-Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

-Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable data (i.e. unobservable inputs)

The following table summarises the valuation methodologies and significant unobservable inputs used for the Company's investment categorised in Level 3 as of 31 December 2025.

Fair value 31 Dec 2025

Fair value 31 Dec 2024

Valuation Methodologies

Input

£

000

Investment portfolio companies

13,621

21,560

Net Asset Value

Net Asset Value

Loans

395

360

Amortised cost

n/a

Total

14,016

21,920

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Other debtors

100

10,100

8.	CASH AT BANK

31.12.25

31.12.24

£

£

Cash at bank and in hand

7,633

69

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

90

-

Amounts owed to group undertakings

1,122,481

865,965

Accrued expenses

690

1,158

1,123,261

867,123

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Share capital treated as debt

2,565,164

2,565,164

The preference shares have no voting rights attached to them. The preference shares carry a fixed cumulative preferential dividend at an annual rate of 10%, which is to be paid before any distributions to the ordinary shareholders. The accrued dividend has been classified as interest payable in the Statement of Comprehensive Income.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

1,000

Ordinary

£0.10

100

100

1,000

Tracer

£0.10

100

100

200

200

12.	RELATED PARTY TRANSACTIONS

The related party transactions of the company were noted as follows:

2025

2024

£

£

Interest payable

256,516

256,216

As at 31 December, the balances outstanding with the related parties were as follows:

2025

2024

£

£

Weight Partners Corporate Limited

(11,562

)

(11,562

)

13.	ULTIMATE CONTROLLING PARTY

Boal & Co (Pensions) Limited and J D Weight are trustees of the James Weight QROPS, which owns 94% of the Company's voting shares. As ultimate beneficial owner of Boal & Co (Pensions) Limited, Alison Boal is considered a person with significant control of the Company, together with J D Weight.