Report and Financial Statements
Ferovinum Ltd
For the year ended 31 March 2024
Registered number: 11276611
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Company Information
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Contents
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Statement of Changes in Equity
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Notes to the Financial Statements
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Ferovinum Ltd
Registered number:11276611
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Balance Sheet
As at 31 March 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Page 1
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Ferovinum Ltd
Registered number:11276611
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Balance Sheet (continued)
As at 31 March 2024
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 August 2024.
The notes on pages 4 to 16 form part of these financial statements.
Page 2
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Statement of Changes in Equity
For the year ended 31 March 2024
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The notes on pages 4 to 16 form part of these financial statements.
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Statement of Changes in Equity
For the year ended 31 March 2023
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The notes on pages 4 to 16 form part of these financial statements.
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Page 3
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Notes to the Financial Statements
For the year ended 31 March 2024
Ferovinum Limited is a private company limited by shares incorporated in England. The registered office is 46a Carnaby Street, Carnaby, London, England, W1F 9PS.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The financial statements are presented in Sterling (£).
The following principal accounting policies have been applied:
The Company’s business activities, together with factors likely to affect its future development, performance and position, are continuously reviewed by the directors. These include the Company’s cash flow, liquidity position and borrowing facilities. As a consequence, the directors believe that the Company is well placed to manage business risks successfully. The Company meets its day to day working capital requirements through its cash resources and banking facilities. The Company’s cash flow forecasts indicate an adequate level of liquidity to enable it to continue to trade and to meet its obligations as they fall due for at least 12 months from the date of approval of the financial statements. The directors are therefore confident that the Company has adequate resources to continue its normal business for the foreseeable future, and accordingly continues to adopt the going concern basis in preparing the annual report and financial statements
Page 4
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Notes to the Financial Statements
For the year ended 31 March 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue represents fees receivable for providing access to the company's inventory management platform and the period during which the company holds and manages the respective inventory balances on the platform.
Platform fees are recognised immediately once inventory is transacted, with ongoing monthly servicing fees recognised on a time apportionment basis and further fees for platform services recognised as used.
Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.
During the year gross wine and spirit sales from the platform to its clients and wholesale buyers of inventories were £27,704,631 excluding VAT and duty.
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Operating leases: the Company as lessee
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Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
Interest income is recognised in profit or loss using the effective interest method.
Page 5
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Notes to the Financial Statements
For the year ended 31 March 2024
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Page 6
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Notes to the Financial Statements
For the year ended 31 March 2024
2.Accounting policies (continued)
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:
Ferovinum Technology Platform - 5-10 years straight line
Licences - 10 years straight line
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Computer and office equipment
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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.
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Cash and cash equivalents
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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 acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
Page 7
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Notes to the Financial Statements
For the year ended 31 March 2024
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short- term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
- at fair value with changes recognised in the Profit and loss account if the fair value can be measured reliably;
- at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and loss account.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
Page 8
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Notes to the Financial Statements
For the year ended 31 March 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are required when applying accounting policies. These are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The company makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
a) Recoverability of debtors
Estimates are made in respect of the recoverable value of trade and other debtors. When assessing the level of provisions required, factors including current trading experience, historical experience and the ageing profile of debtors are considered.
b) Share based payments
Share-based payments have been issued to certain employees and directors. The cost of such awards is measured at fair-value at the date of grant and this expense is recognised on a straight-line basis over the vesting period. The determined fair value is a source of management estimation based on a recent equity funding arrangement.
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 9
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Notes to the Financial Statements
For the year ended 31 March 2024
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Ferovinum Technology Platform
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Page 10
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Notes to the Financial Statements
For the year ended 31 March 2024
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Computer and office equipment
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Page 11
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Notes to the Financial Statements
For the year ended 31 March 2024
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Due after more than one year
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Amounts receivable from counterparties
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Amounts receivable from counterparties
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Corporation tax recoverable
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Amounts receivable by counterparties
The company holds legal title to £89,811,113 of wine and spirits inventories at cost, for which it has entered into forward sale agreements for purchase by its clients. The gross purchase price of these inventories under such contracts was £93,054,758, which in the receivables balance is shown net of related deposits of £27,663,393 that have been invoiced to clients.
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Cash and cash equivalents
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Page 12
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Notes to the Financial Statements
For the year ended 31 March 2024
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Security in the form of a first charge over the other receivables of the company has been given in respect of bank loans £60,231,263 (2023: £9,414,404).
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Credited/(charged) to profit or loss
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Page 13
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Notes to the Financial Statements
For the year ended 31 March 2024
11.Deferred tax asset (continued)
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The deferred tax asset is made up as follows:
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Losses and other deductions
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Fixed asset timing differences
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Short term timing differences
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Allotted, called up and fully paid
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1,000,000 (2023 - 1,000,000) Ordinary shares of £0.000001 each
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Page 14
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Notes to the Financial Statements
For the year ended 31 March 2024
Equity reserve
The equity reserve represents the net proceeds received from the issue of Simple Agreements for Future Equity (SAFE) contracts. These contracts give holders the right to be issued equity shares in the event of a future qualifying or exit event. On 8 April 2022, as part of a group reorganisation, the SAFE contracts originally raised in the company were novated to Fero Capital Limited, the parent company.
Other reserves
Other reserves represents capital contributions from parent company Fero Capital Limited. During the year ended 31 March 2024, a further capital contribution of £2,244,184 was made by Fero Capital Limited to the company (2023: £3,542,025).
Profit and loss account
Includes all current and prior period retained profits and losses.
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Share-based payment transactions
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Under the option agreements, share options are granted at the exercise price. If options remain unexercised after an agreed upon period from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves before they become entitled to exercise the share options.
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No. of share options 2024
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No. of share options 2023
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Weighted average exercise price 2024
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Weighted average exercise price 2024
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Outstanding at 1 April 2023
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Oustanding at 31 March 2024
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Exercisable at 31 March 2024
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The weighted average fair value of options granted in the year was determined using the Black- Scholes option pricing model.
Non-market conditions are considered when estimating the fair value of the option at grant date. Service conditions are considered by adjusting the number of options expected to vest at each reporting date. During the year, the company recognised total share-based payment expenses of £973,664 (2023: £NIL) which related to equity settled share based payment transactions.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £61,885 (2023 - £30,718). Contributions totalling £13,565 (2023 - £8,010) were payable to the fund at the balance sheet date.
Page 15
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Notes to the Financial Statements
For the year ended 31 March 2024
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Commitments under operating leases
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At 31 March 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The company has availed of the exemption under FRS102 section 33 which does not require disclosure of transactions entered into between any subsidiary undertaking which is wholly owned by a member of that group.
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Post balance sheet events
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On 22nd July 2024, parent Company Fero Capital Limited completed funding of a Series A equity round, which was oversubscribed and raised £17.5M via the issuance of ordinary shares in Fero Capital Limited, having signed documentation on 22nd May 2024. The round was led by a leading VC firm focused on European tech businesses and included participation from Venture Capital Funds, family offices and existing investors. This funding has been made available to Ferovinum Ltd.
The ultimate controlling party is Fero Capital Limited due to its shareholding in the company.
As the profit and loss account has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Michael Scoffield.
The auditor was RSM UK Audit LLP.
The audit report was signed on 30 August 2024.
Page 16
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