Wellcome Trust and Wellcome Trust Finance plc (a wholly owned subsidiary of The Wellcome Trust Limited as trustee of the Wellcome Trust) announce that they have each published their Annual Report and Financial Statements for the year to 30 September 2024 today. A copy of each document is available on the Wellcome Trust website.

Wellcome Trust has today issued the following press release in connection with the publication of its Annual Report and Financial Statements:

Wellcome's charitable expenditure on our mission supporting science to solve the urgent health challenges facing everyone was £1.6 billion in 2023/24.

This expenditure is funded by our investment portfolio, which delivered a total return of 5.2 percent (3.5 percent after inflation) for the year to 30 September 2024.  The value of the investment portfolio after charitable expenditure rose to £37.6 billion¹.  This led to an increase in total funds (the value of the investment portfolio less all liabilities) to £33.9 billion, up from £33.5 billion in 2022/23.

Strong public equity markets helped us to deliver a positive return, although most private asset values fell in sterling terms due to another year of strong currency headwinds due to sterling appreciating.  The currency ended the year back at the same level as September 2021, before its dramatic depreciation in 2022.  The endowment remains highly resilient with a strong liquidity position.  We have returned 191 percent cumulative (11.3 percent annualised) in the decade since September 2014, recording positive returns in each of these years.  Returns have been 667 percent cumulative (10.7 percent annualised) over 20 years. Since the inception of our investment portfolio in 1985, it has provided a total return averaging 13.3 percent a year.

We maintain a AAA/Aaa (stable) credit rating.  Leverage stood at 7.1 percent¹ on 30 September.  We issued no new bonds during the year.  We have no impending bond expiries until 2027.

Given our long-term investment performance, we remain confident Wellcome will be able to meet our planned spend of £16 billion on our charitable activities over the ten years to 2032. This compares to around £10 billion over the ten years to 2022. This funding will support increased commitments to discovery research into life, health, and wellbeing. It will also enable us to continue our work on three worldwide health challenges: mental health, infectious disease, and the health effects of climate change.

We saw mixed returns across the asset classes in which we invest (cash and bonds, public equity, private equity, venture capital, hedge funds and property). Public equities, cash and bonds, property and hedge funds delivered positive returns. Private equity and venture capital, which is predominantly in North America, delivered positive USD returns but negative returns when translated into sterling.   As sterling strengthened, we unwound more of the currency hedges implemented on weakness in 2022, realising cash gains.  At the end of the financial year, sterling exposure stood at 17.3 percent.  Cash levels remain elevated in the absence of compelling new investment opportunities and given the need to prepare for higher charitable spending.  On 30 September, our cash position was 9.8 percent of gross investment portfolio assets.

Our strategy to achieve a net zero investment portfolio by 2050 at the latest was published in July 2021. Our annual report includes the third update on our net zero tracking data.  The target and strategy are and will continue to be an integral part of our investment decision-making and engagement.

Julia Gillard, Chair of the Wellcome Trust, said: "This year, impacts from Wellcome's work include a new treatment for schizophrenia, the first ever vaccine for the infectious disease chikungunya, and our new funding scheme for researchers from under-represented backgrounds in UK research to progress their careers.

"Advances made by researchers we fund - and which we hope will have health impact in years to come - include insights into liver regeneration, drivers of autoimmune diseases, and a neural map of an adult fly's brain which will help unlock new knowledge about how our own brains work.

"We are well on track with our plan to spend £16 billion between 2022 and 2032 on supporting science to solve the urgent health challenges facing everyone.

"Wellcome is fortunate to have an investment portfolio of a scale that enables us to be completely independent and globally relevant.   The portfolio has successfully weathered a challenging period of high inflation, rising interest rates and market volatility.  The team deserves credit for thinking long-term and protecting our strong financial position.  This leaves us well placed to move confidently forward with our charitable mission to benefit from science's potential to improve health and save lives."

Nick Moakes, Chief Investment Officer at Wellcome, added: "It was pleasing to see the portfolio return to real growth in the year to September 2024, following two years of negative real returns caused by high inflation.  Positive global equity markets have been a tailwind this year, although the unusually high level of market concentration has been a challenge for all active managers.  Private asset valuations have lagged the recovery in public markets.  This is normal, although it may take longer to adjust in this cycle due to the extreme level of exuberance towards private markets in 2020-21.  If this extended cycle deters investors for whom the inherent illiquidity of private assets is uncomfortable, it will make for a healthier market in the long-term.

"Wellcome is in an excellent financial position to fund the vital work of our mission.  Returns are at all-time highs, and we have ample liquidity to take advantage of any opportunities market volatility might produce.  We have a wonderful global investment network, without whom we could not have delivered these long-term returns.  Our internal investment team is strong and stable.  The succession plan for our investment team has been carefully planned, market tested, and is now well underway.  It has been an honour and a privilege to lead this team and I am confident that I will leave it in highly capable hands when I step down in March."

(1) Investment portfolio value and Leverage are Alternative Performance Measures, defined and reconciled in Note 15(g) of the Wellcome Trust Annual Report and Financial Statements for the year to 30 September 2024

Wellcome Trust Finance plc further announces that a copy of its Annual Report and Financial Statements for the year ended 30 September 2024 has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

In accordance with the Disclosure and Transparency Rules, the following information is taken from the Annual Report and Financial Statements for Wellcome Trust Finance plc for the year ended 30 September 2024:

Wellcome Trust Finance plc

Annual Report and Financial Statements

Year ended 30 September 2024

Strategic Report

The Directors of Wellcome Trust Finance plc (the "Company" and the "Directors") present their strategic report for the year ended 30 September 2024 (the "Strategic Report").

Strategy and objectives

The principal activity of the Company is to meet its obligations relating to the bonds that it has previously issued and admitted to trading on the London Stock Exchange and to continue to lend the proceeds to other group entities.

Review of the business and future developments

The Company has one tranche of bonds outstanding: £550 million issued on 25 July 2006 of 4.625% Guaranteed Bonds due July 2036. The Company loaned the proceeds from the Bonds to its parent company, the Wellcome Trust, as detailed further in Note 9. The Company continues to receive interest on loans to the Wellcome Trust and to pay interest on the July 2036 Bond liabilities.

The Company has not issued any bonds during the year and does not expect to issue any bonds in the foreseeable future. For the year ending 30 September 2024, the Company earned income of £29,099,490 (2023: £29,068,750) and incurred cost of sales of £25,876,674 (2023: £25,788,678).

The Bonds are admitted to trading on the London Stock Exchange. The obligations of the Company in relation to the Bonds are governed by Trust Deeds between the Company, The Wellcome Trust Limited, as trustee of the Wellcome Trust, and Citicorp Trustee Company Limited, as the trustee for the holders of the Bonds. The payment of all amounts due in respect of the Bonds is unconditionally and irrevocably guaranteed pursuant to the terms of a guarantee given by The Wellcome Trust Limited, as corporate trustee of the Wellcome Trust; the guarantee is part of the Trust Deeds.

Results for the year

The Company made a profit on ordinary activities before taxation of £3,164,651 (2023: £3,261,229) during the year ended 30 September 2024. As at 30 September 2024 the Company had net assets of £137,500,000 (2023: £135,550,291) and cash of £4,248,359 (2023: £3,664,988). The Company has a policy to donate its taxable profits as Gift Aid to the Wellcome Trust.

In the prior year, the Board identified that there had been a failure to meet certain requirements under the Companies Act 2006 in respect of interim Gift Aid donations paid in previous years, because interim accounts had not been approved and filed at Companies House prior to each payment. In the current year, the Company paid a tax liability of £1,125,071 and interest expense of £139,230 in full settlement with HMRC of the tax position in relation to the interim Gift Aid donations. Furthermore, the Company also received a repayment of interim gift aid distributions of £1,125,071 from the Wellcome Trust.

Key performance indicators

Due to the nature of the Company's operations, the key performance measures are that the Company meets all its legal obligations to the Bond holders and that the Company achieves sufficient return on its assets to be profitable before any Gift Aid donations to the Wellcome Trust. During the year the Company met all its legal obligations to the Bond holders and made a net profit before Gift Aid donations to Wellcome Trust.

Financial risk management objectives and policies

The Directors of the Company implement policies to manage the inherent risks relating to the financial assets and liabilities of the Company.

The Directors have assessed for each financial asset and liability: the market risk, interest rate risk, liquidity risk, and credit risk exposure. The Company is not exposed to significant market risk or interest rate risk because the Company's main financial assets have fixed redemption values, fixed interest rates and fixed maturity dates, which match those of its financial liabilities. The liquidity risk of the Company is mitigated by the matching of the cash flows from the Company's financial assets and liabilities. Credit risk exposure of the Company's loans is reduced by the Company only advancing loans to entities within the Group. Credit risk exposure of the Company's remaining financial assets is reduced by stringent selection procedures for any external counterparties with which the Company transacts.

The Company's internal control and risk management, which includes consideration of the impact of higher interest rates and climate change are considered at a group level and documented within the Wellcome Trust Annual Report and Financial Statements 2024 which are available from Wellcome's website at (wellcome.org/news-and-reports/reports).

The Company's internal control and risk management is undertaken as part of the Wellcome Trust's processes, which are detailed in the Wellcome Trust Annual Report and Financial Statements, available at wellcome.org/news-and-reports/reports. The key elements of this specifically applicable to the Company are:

·      delegation: there is a clear organisational structure with documented lines of authority and responsibility for control and documented procedures for reporting decisions, actions and issues; and

·      review: the Group Audit and Risk Committee reviews the effectiveness of the Company's internal control, its financial reporting process, the independence of its statutory auditors and its compliance with relevant statutory and finance regulations and advises the Directors of the Company of any relevant matters.

Section 172 statement

The Board of Directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard to a range of matters when making decisions for the long term.

The key stakeholders of the Company are considered to be Wellcome Trust (as the sole member) and the holders of the Bonds. We ensure that the requirements of s172(1) Companies Act 2006 are met and the interests of our stakeholder groups are considered through a combination of the following:

·      The Board sets the Company's purpose and strategy which considers the long-term sustainable success of the Company and our impact on key stakeholders. The key purpose is discussed under Key performance indicators above.

·      The Board's risks management procedures identify the principal risks facing the Company, and the mitigations in place to manage the impact of these risks. This is discussed under Financial risk management objectives and policies above.

·      The Company has no employees and no carbon generating assets. The Wellcome Trust group's consideration of Social Responsibility, including climate change and energy transition is discussed in their Annual Report and Financial Statements.

Corporate and social responsibility

Due to the nature of its activities the Company has a minimal environmental impact. The Group's approach to social responsibility is detailed in the Wellcome Trust Annual Report and Financial Statements, which are available at wellcome.org/news-and-reports/reports

This report was approved by the Board of Directors and signed on 13 January 2025 on its behalf by:

Karen Chadwick

Director

13 January 2025

Directors' Report

The Directors of Wellcome Trust Finance plc present their report and the audited Financial Statements for the year ended 30 September 2024.

Future developments

These are discussed in the Strategic Report on page 1.

Going Concern

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet any commitments as they fall due for the foreseeable future, being at least 12 months from the date of signing the Financial Statements. The maturities of the loans to Parent undertaking will match the maturity of the July 2036 Bond liabilities, which will allow the Bonds to be repaid to investors on maturity. The interest from the loans with Wellcome Trust is sufficient to meet the fixed rate interest payment to bond holders. Accordingly, they continue to adopt the going concern basis in preparing the Financial Statements. The Directors have considered the impact of higher interest rates on the Company and have concluded there are no material uncertainties related to these events or conditions that may cast doubt upon the Company's ability to continue as a going concern.

Employees

There are no employees of the Company (2023: nil).

The administration of the Company is undertaken by staff from the Wellcome Trust. The Wellcome Trust has not incurred any incremental staff costs due to the administration of this Company.

Dividends and Gift Aid donations

The Directors do not propose the payment of a dividend (2023: £nil). The Company has a policy to donate its taxable profits as Gift Aid to the Wellcome Trust. During the year, the Company received a repayment of interim Gift Aid distributions of £1,125,071 from the Wellcome Trust and accrued a final Gift Aid donation of £3,164,651 (2023: £3,261,229) to the Wellcome Trust, as detailed further in Note 16.

Financial risk management objectives and policies

These are discussed in the Strategic Report on page 1.

Corporate Governance

The Company is limited by shares. Its governing documents are its articles of association. The shareholder of the Company is The Wellcome Trust Limited, as trustee of the Wellcome Trust. The Company is a wholly owned subsidiary of the Wellcome Trust through its corporate trustee, The Wellcome Trust Limited. The Company is not subject to the requirements of the UK Corporate Governance Code. The governance policies of the Group and of the Wellcome Trust are included in the Wellcome Trust's Annual Report and Financial Statements for the year ended 30 September 2024.

The Group Audit and Risk Committee, the Investment Committee and the internal audit function of the Wellcome Trust oversee all group entities. The Company complies with all applicable filing and information requirements of the Financial Conduct Authority.

Directors and their interests

The Directors of the Company who were in office during the year and up to the date of signing the Financial Statements were:

Karen Chadwick

Nicholas Moakes

Fabian Thehos

None of the Directors held any beneficial interest in the shares of the Company or any interest in its Parent undertaking the Wellcome Trust through its corporate trustee, The Wellcome Trust Limited.

Each of the Directors is an employee of the Group and receives remuneration from the Group as an employee. No remuneration is paid to any Director for their services as a Director.

Directors' indemnity policy

The Company is party to a Group-wide directors' and officers' liability insurance policy which provides cover to all the current Directors. There are no qualifying indemnity provisions (as defined in the Companies Act 2006) that benefit the Directors of the Company.

Statement of disclosure of information to auditor

Each Director in office at the date of approving this report confirms that:

·      so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

·      each Director has taken all the steps that ought to have been taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Independent auditors

In accordance with Section 485 of the Companies Act 2006, a resolution dated 13 January 2025 was passed by the members re-appointing Deloitte LLP as auditors of the Company.

Events after the end of the reporting period

There have been no subsequent events requiring disclosure.

This report was approved by the Board of Directors and signed on its behalf on 13 January 2025 by:

Karen Chadwick

Director

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Strategic Report, Directors' Report 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 prepared the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 the Financial Reporting Standards applicable in U.K. and Republic of Ireland. 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;

·      state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and

·      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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on its Parent undertaking's (Wellcome Trust's) website. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

Each of the Directors, whose names are listed in the Directors' Report confirm that, to the best of their knowledge:

·      the Financial Statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 the Financial Reporting Standards applicable in U.K. and Republic of Ireland, give a true and fair view of the assets, liabilities, financial position and result of the Company; and

·      the Directors' Report contained in this section of the Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WELLCOME TRUST FINANCE PLC

Report on the audit of the financial statements

1.  Opinion

We have audited the financial statements which comprise:

·    the Income Statement;

·    the Statement of Financial Position;

·    Statement of Changes in Equity; and

·    the related notes 1 to 18.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).

2.  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 auditor's 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 Financial Reporting Council's (the 'FRC's') Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that we have not provided any non-audit services prohibited by the FRC's Ethical Standard to the company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3.  Summary of our audit approach

4.  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.

Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:

·      Evaluating management's going concern assessment by reference to the company's current year performance and year-end position;

·      Performing a subsequent events review up until the date of this audit report to assess whether any events have been identified that are relevant to company's going concern assessment; and

·      Assessing the appropriateness of the going concern disclosures in the financial statements.

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.

5.  Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5.1.           Amortised cost of bond liabilities

5.2.           Collectability of intercompany loans 

6.  Our application of materiality

6.1.           Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

6.2.           Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70% of materiality for the 2024 audit (2023: 70%). In determining performance materiality, we considered the following factors:

·    our risk assessment, including our assessment of the overall control environment; and

·    our past experience of the audit, which has indicated a low number of corrected and uncorrected misstatements identified in prior periods.

6.3 Error reporting threshold

We agreed with the Audit and Risk Committee of the Wellcome Trust that we would report to the Committee all audit differences in excess of £686k (2023: £682k), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

7.  An overview of the scope of our audit

7.1.           Scoping

Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risks of material misstatement. The audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.

8.  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.

9.  Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 is 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.

10.            Auditor's 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 an auditor's report 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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

11.1.         Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

·    the nature of the industry and sector, control environment and business performance including the design of the company's and the Parent's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;

·    results of our enquiries of management, directors and the Wellcome Trust's Audit and Risk Committee about their own identification and assessment of the risks of irregularities, including those that are specific to the company's sector;

·    any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

o  identifying, evaluating and complying with laws and regulations and whether the directors were aware of any instances of non-compliance;

o  detecting and responding to the risks of fraud and whether the directors have knowledge of any actual, suspected or alleged fraud;

o  the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and

·    the matters discussed among the audit engagement team and relevant internal specialists, including IT specialists, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and Listing Rules given the company's listed bonds.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included the regulatory requirements of the Charities Act 2011 and Gift Aid Rules, because the profit of the company for the year is paid under the Gift Aid regime to the Parent entity, the Wellcome Trust, a registered charity.

11.2.         Audit response to risks identified

As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations.

Our procedures to respond to risks identified included the following:

·    reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

·    enquiring of management, the Audit and Risk committee and in-house legal counsel concerning actual and potential litigation and claims;

·    performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

·    reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC and the Charity Commission; and

·    in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Report on other legal and regulatory requirements

12.            Opinions on other matters prescribed by the Companies Act 2006

13.            Matters on which we are required to report by exception

13.1.         Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

·    we have not received all the information and explanations we require for our audit; or

·    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.

13.2.         Directors' remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors' remuneration have not been made.

14.            Other matters which we are required to address

14.1.         Auditor tenure

Following the recommendation of the Audit and Risk Committee, we were appointed by the directors on 14 December 2015 to audit the financial statements for the year ending 30 September 2016 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 9 years, covering the years ending 30 September 2016 to 30 September 2024.

14.2.         Consistency of the audit report with the additional report to the Audit and Risk Committee

Our audit opinion is consistent with the additional report to the Audit and Risk Committee we are required to provide in accordance with ISAs (UK).

15.            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 an auditor's report 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.

Garrath Marshall, ACA (Statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

London, United Kingdom

13 January 2025

Wellcome Trust Finance plc

Income Statement

For the year ended 30 September 2024

All results are derived from continuing activities.

The Company has no gains or losses other than the results for the financial year as set out above, and therefore no separate Statement of Comprehensive Income has been presented.

The notes on pages 18 to 23 form part of these Financial Statements.

Wellcome Trust Finance plc

Statement of Financial Position

As at 30 September 2024

The Financial Statements on pages 15 to 23 were approved by the Board of Directors and authorised for issue on 13 January 2025 and signed on its behalf by:

Karen Chadwick

Director

13 January 2025

Wellcome Trust Finance Plc

Company Number 5857955

Wellcome Trust Finance plc

Statement of Changes in Equity

For the year ended 30 September 2024

Wellcome Trust Finance plc

Notes to the Financial Statements

For the year ended 30 September 2024

1.   ACCOUNTING POLICIES

The Financial Statements are prepared in accordance with applicable United Kingdom law and United Kingdom accounting standards.  The accounting policies which have been adopted consistently in the current and prior year are described below.

(a)   Statement of compliance

The Company, a public limited company, is incorporated and domiciled in England and Wales, United Kingdom under the Companies Act. The address of the registered office is given on page 24. The nature of the Company's operations and its principal activities are set out in the Strategic Report on page 1.

The Company is a wholly owned subsidiary undertaking of the Wellcome Trust through its corporate trustee, The Wellcome Trust Limited, and is included in the Consolidated Financial Statements of the Wellcome Trust, which are publicly available.

The Financial Statements have been prepared on a going concern basis as well as in accordance with applicable UK accounting standards (UK Generally Accepted Accounting Practice), including Financial Reporting Standard 102 the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland ("FRS 102"). Refer to the Directors' report for more information.

The functional and presentational currency of the Company is pounds Sterling. Most of transactions undertaken by the Company are denominated in pounds Sterling.

The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to financial instruments, the presentation of a Statement of Cash Flows, related party disclosures, Pillar 2 disclosure requirements and the exposure to Pillar 2 income tax. The equivalent disclosures relating to the exemptions have been included in the Consolidated Financial Statements of the Wellcome Trust at wellcome.org/news-and-reports/reports.

(b) Summary of significant accounting policies

The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

Basis of preparation

The Financial Statements have been prepared under the historical cost convention. The preparation of Financial Statements in conformity with FRS 102 requires the use of certain significant accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving more judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed in note 2.

(i)            Income

Income is interest derived from loans to Wellcome Trust. Income is calculated using the effective interest rate method and is recognised on an accruals basis. Interest is earned on amounts due from the Parent undertaking which are repayable on demand or repayable on agreement between the Company and Wellcome Trust.

(ii)           Cost of sales

Expenditure is the effective interest on the Bond liabilities (as described in Bond Liabilities section below) and is recognised on an accruals basis and recognised in the statement of income and retained earnings.

(iii)          Gift Aid

The amount of Gift Aid donation recognised for each period is equal to the estimated taxable profits of the Company for that period at the time of the approval of the Financial Statements. Gift Aid donation payments made within nine months after the balance sheet date are equal to the estimated taxable profits of the Company for the period at the time of payment. Any difference between the Gift Aid donation accrued and Gift Aid donation paid is recognised at the time of payment.

(iv)          Taxation

Although subject to taxation, the Company does not pay UK Corporation Tax because its policy is to donate taxable profits as Gift Aid to the Wellcome Trust. However, in the current year the Company paid a tax liability of £1,125,071 in relation to interim Gift Aid donations in previous years not made in accordance with the requirements of the Companies Act 2006, as detailed further in Note 15.  

Subject to the above, current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

(v)           Financial assets and liabilities

The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. All financial assets and liabilities are initially measured at transaction price (including transaction costs), and subsequently at amortised cost.

Financial assets which qualify as basic financial instruments as laid out in FRS 102 paragraph 11.8, including trade and other receivables and cash and bank balances, are subsequently valued at amortised cost and assessed for impairment at the end of each reporting period. Financial assets and liabilities are only offset in the Statement of Financial Position when, and only when, a legally enforceable right exists to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

Loans to Parent undertakings

The loans are not quoted in an active market. The loans were recognised initially at fair value and after initial recognition are measured at amortised cost using the effective interest method.

Bond Liabilities

The initial measurement of the liability is equal to the proceeds of issue less all transaction costs directly attributable to the issue for each Bond. After initial recognition the liability is measured at amortised cost using the effective interest method. The Company is not required to, and therefore does not, recognise any adjustment to fair value in the Statement of Financial Position and Statement of Income and Retained Earnings.

2. SIGNIFICANT ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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.

Accounting judgements

The Company has made no significant accounting judgements in the application of the Company's accounting policies that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Significant accounting estimates and assumptions

The Company has made no significant accounting estimates and assumptions in the application of the Company's accounting policies that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

3. TURNOVER

Interest receivable on loans to Parent undertakings in the UK (see note 9) is the effective interest on:

·      Loan A to Wellcome Trust at a fixed rate of 4.75%;

·      Loan C to Wellcome Trust at fixed rate of 4.00%; and

·      Loan D to Wellcome Trust at fixed rate of 4.125%.

All income is derived from the United Kingdom.

4. COST OF SALES

5. ADMINISTRATIVE EXPENSES

Auditor's remuneration is solely in relation to the statutory audit of the Financial Statements.

6. INTEREST EXPENSE

During the current year, the Company paid an interest expense of £139,230 in relation to its full settlement of tax liabilities with HMRC (2023: £nil).

7. EMPLOYEE INFORMATION

The Company has no employees (2023: nil). Employees of The Wellcome Trust Limited (acting as trustee of the Wellcome Trust) undertake the administration of the Company at no incremental cost to the Wellcome Trust.

8. REMUNERATION OF DIRECTORS

The Directors of the Company received no remuneration from the Company for their services. There were no Directors for whom retirement benefits provided by the Company are accruing under a money purchase or defined benefit scheme. The Company does not issue share options or offer any long-term incentive schemes, so there were no Directors who exercised share options during the year or became entitled to shares under a long-term incentive scheme.

9. TAX (CREDIT)/CHARGE ON PROFIT FROM ORDINARY ACTIVITIES

The profits of the Company for the year will be paid under Gift Aid to the Wellcome Trust, a charity registered in England under the UK Charities Act 2011 (registered charity number 210183). There is no difference between retained profit/(loss) and taxable profits, so there is no provision required for deferred tax.

The standard rate of corporation tax applied to taxable profit is 25% per cent (2023: 22%). The corporation tax rate increased to 25% (effective 1 April 2023) following the substantive enactment of Finance Act 2021.

As per the tax note above, Wellcome Trust Finance plc generated accounting profits before tax of £3,164,651 in the year. Following adjustments for corporation tax purposes, any current year taxable profits have been extinguished to £nil due to qualifying charitable donations ("Gift Aid") to be paid to Wellcome Trust.

During the prior year, the Company identified that interim Gift Aid donations made by the Company in prior years had not been made in accordance with the requirements of the Companies Act 2006, and therefore recognised tax liabilities of £1,949,709 in relation to this. In the current year, the Company paid tax liabilities of £1,125,071 and interest expense of £139,230 in full settlement with HMRC in relation to these interim Gift Aid donations, resulting in an adjustment to tax charge in respect of prior years of £824,638.

10. LOANS TO PARENT UNDERTAKING

Loans to Parent undertakings are loans (the "Loans") to Wellcome Trust (Loan A, Loan C and Loan D). The principal under Loan A is repayable on demand by the Company. The principal under Loan C and Loan D is repayable on agreement between the Company and Wellcome Trust. The Loans have an agreed repayment date on 25 July 2036 (Loan A, Loan C and Loan D). Each Loan has a fixed redemption value equal to the principal amount and a fixed interest rate.

11. CREDITORS

The Bond liabilities are stated at the amortised cost using the effective interest method for the £550 million 4.625% Guaranteed Bonds due July 2036 ("£550 million Bonds"), issued by the Company on 25 July 2006. The Bond liabilities falling due within one year are the unpaid coupon interest accrued for the year to 30 September 2024. The interest payment to the Bond holders is at a fixed rate of 4.625% per annum (£550 million Bonds) and is paid in arrears on 25 July each year until repayment of the Bond principal. The bond repayment and amounts receivable from group companies are aligned in timing for liquidity management. Effective interest on bond liabilities is shown as Cost of Sales in the Statement of Income and Retained Earnings.

The obligation of the Company on the Bonds is governed by a Trust Deed dated 25 July 2006 (£550 million Bonds) between the Company, The Wellcome Trust Limited, as trustee of the Wellcome Trust, and Citicorp Trustee Company Limited, as the trustee for the holders of the Bonds (the "Trust Deed"). The payment of all amounts due in respect of the Bonds is unconditionally and irrevocably guaranteed pursuant to the terms of a guarantee given by The Wellcome Trust Limited, as corporate trustee of the Wellcome Trust; the guarantee is part of the Trust Deed.

12. CALLED UP SHARE CAPITAL

13. RELATED PARTY TRANSACTIONS

The Company has taken advantage of the exemption contained in FRS 102 Section 33 paragraph 33.1A3 "Related Party Disclosures", which exempts it from disclosing details of transactions with the Wellcome Trust and its subsidiary undertakings, as the Company and its related undertakings with whom it may have transactions are wholly owned subsidiaries of the Wellcome Trust through its corporate trustee, The Wellcome Trust Limited. There are no other related party transactions requiring disclosure.

14. FINANCIAL INSTRUMENTS

The Company's financial instruments comprise the loans to Parent undertaking and the liability arising from the issue of the Bonds. The Company's loans are non-derivative financial assets with fixed payments which are not available for sale. The Bond liability is a non-derivative financial liability with a fixed redemption value, fixed interest rate and fixed maturity date. The Company has not undertaken any trading in financial instruments during the year.

The financial instruments issued by, or held by, the Company are Sterling denominated and at fixed interest rates and carry no foreign exchange risk or interest rate risk.

The key risks relating to the financial instruments held by the Company are the credit risk and liquidity risk of the counterparty Wellcome Trust. These risks are in respect of the Wellcome Trust's ability to meet the interest and principal payments as they fall due. The total value exposed to credit risk as at 30 September 2024 is £689.2 million (2023: £688.8 million), which comprises the value of the loans to Parent undertaking, amounts owed by the Parent undertaking, accrued interest on loans and cash at bank and in hand. The liquidity risk of the Company is mitigated by the exact matching of the cash flows from the Company's loans to the Parent undertaking to those arising on the Bond Liabilities.

Credit risk exposure of the Company's loans is reduced by the Company only advancing loans to its Parent undertaking. Credit risk exposure of the Company's remaining financial assets is reduced by stringent selection procedures for any external counterparties with which the Company transacts.

15. COMMITMENTS

The Company has no outstanding commitments at 30 September 2024 (2023: £nil).

16.  GIFT AID DONATIONS

During the prior year, the Company identified that the interim Gift Aid donations made by the Company to the Wellcome Trust in previous years had not been made in accordance with the requirements of the Companies Act 2006, because interim accounts had not been approved and filed at Companies House prior to each payment. The Company therefore provided for a tax liability related to these interim Gift Aid donations in the prior year.

In the current year, the Company paid a tax liability of £1,125,071 and interest expense of £139,230 in relation to the interim Gift Aid donations. The Company also received a repayment of interim Gift Aid donation of £1,125,071 from Wellcome Trust.

The Company has a policy to donate its taxable profits as Gift Aid to the Wellcome Trust. In the current year, the Company accrued Gift Aid donation of £3,164,651 (2023: £3,261,229) to the Wellcome Trust.

17. ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The Company is a company limited by shares. Its sole shareholder is the Wellcome Trust through its corporate trustee, The Wellcome Trust Limited, whose place of business is Gibbs Building, 215 Euston Road, London, United Kingdom. The Company is considered a wholly owned subsidiary undertaking of the Wellcome Trust for accounting purposes and its assets and liabilities have been consolidated with those of the Wellcome Trust as required by section 9 of FRS 102.  

The ultimate parent undertaking and controlling party of the Company is the Wellcome Trust, which is the parent undertaking of the smallest and largest group to consolidate these Financial Statements.

Copies of the Wellcome Trust Annual Report and Financial Statements 2023 are available from Wellcome's website (wellcome.org/news-and-reports/reports) or from the Company Secretary.

18. EVENTS AFTER THE END OF THE REPORTING PERIOD

There have been no subsequent events requiring disclosure.

Wellcome Trust Finance plc

Administrative Details

As at 30 September 2024

Directors

Karen Chadwick

Nicholas Moakes

Fabian Thehos

Company Secretary

Christopher Bird

Registered Company Number

5857955

Registered Office

Gibbs Building

215 Euston Road

London

NW1 2BE

Independent Auditor

Deloitte LLP

Statutory Auditor

1 New Street Square

London

EC4A 3HQ

Banker

HSBC Bank plc

31 Holborn Circus

Holborn

London

EC1N 2HR