Caseware UK (AP4) 2023.0.135 2023.0.135 22023-04-01falseNo description of principal activity2falsetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 13760615 2023-04-01 2024-03-31 13760615 2022-04-01 2023-03-31 13760615 2024-03-31 13760615 2023-03-31 13760615 2 2023-04-01 2024-03-31 13760615 2 2022-04-01 2023-03-31 13760615 3 2023-04-01 2024-03-31 13760615 1 2023-04-01 2024-03-31 13760615 e:Director1 2023-04-01 2024-03-31 13760615 e:Director2 2023-04-01 2024-03-31 13760615 e:RegisteredOffice 2023-04-01 2024-03-31 13760615 d:CurrentFinancialInstruments 2024-03-31 13760615 d:CurrentFinancialInstruments 2023-03-31 13760615 d:Non-currentFinancialInstruments 2024-03-31 13760615 d:Non-currentFinancialInstruments 2023-03-31 13760615 d:CurrentFinancialInstruments d:WithinOneYear 2024-03-31 13760615 d:CurrentFinancialInstruments d:WithinOneYear 2023-03-31 13760615 d:Non-currentFinancialInstruments d:AfterOneYear 2024-03-31 13760615 d:Non-currentFinancialInstruments d:AfterOneYear 2023-03-31 13760615 d:ShareCapital 2024-03-31 13760615 d:ShareCapital 2022-04-01 2023-03-31 13760615 d:ShareCapital 2023-03-31 13760615 d:CapitalRedemptionReserve 2023-04-01 2024-03-31 13760615 d:CapitalRedemptionReserve 2024-03-31 13760615 d:CapitalRedemptionReserve 2 2023-04-01 2024-03-31 13760615 d:CapitalRedemptionReserve 3 2023-04-01 2024-03-31 13760615 d:CapitalRedemptionReserve 2023-03-31 13760615 d:OtherMiscellaneousReserve 2023-04-01 2024-03-31 13760615 d:OtherMiscellaneousReserve 2024-03-31 13760615 d:OtherMiscellaneousReserve 2 2023-04-01 2024-03-31 13760615 d:OtherMiscellaneousReserve 3 2023-04-01 2024-03-31 13760615 d:OtherMiscellaneousReserve 2023-03-31 13760615 d:OtherMiscellaneousReserve 2 2022-04-01 2023-03-31 13760615 d:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 13760615 d:RetainedEarningsAccumulatedLosses 2024-03-31 13760615 d:RetainedEarningsAccumulatedLosses 2 2023-04-01 2024-03-31 13760615 d:RetainedEarningsAccumulatedLosses 3 2023-04-01 2024-03-31 13760615 d:RetainedEarningsAccumulatedLosses 2023-03-31 13760615 e:OrdinaryShareClass1 2023-04-01 2024-03-31 13760615 e:OrdinaryShareClass1 2024-03-31 13760615 e:OrdinaryShareClass1 2023-03-31 13760615 e:FRS102 2023-04-01 2024-03-31 13760615 e:AuditExemptWithAccountantsReport 2023-04-01 2024-03-31 13760615 e:FullAccounts 2023-04-01 2024-03-31 13760615 e:PrivateLimitedCompanyLtd 2023-04-01 2024-03-31 13760615 d:Subsidiary1 2023-04-01 2024-03-31 13760615 d:Subsidiary1 1 2023-04-01 2024-03-31 13760615 d:Subsidiary2 2023-04-01 2024-03-31 13760615 d:Subsidiary2 1 2023-04-01 2024-03-31 13760615 d:Subsidiary3 2023-04-01 2024-03-31 13760615 d:Subsidiary3 1 2023-04-01 2024-03-31 13760615 2 2023-04-01 2024-03-31 13760615 6 2023-04-01 2024-03-31 13760615 f:PoundSterling 2023-04-01 2024-03-31 iso4217:GBP xbrli:shares xbrli:pure

Unaudited Financial Statements
Fero Capital Limited
For the year ended 31 March 2024





































Registered number: 13760615

 
Fero Capital Limited
 

Company Information


Directors
Mr M Fowler 
Mr D J Gibney 




Registered number
13760615



Registered office
46a Carnaby Street
Carnaby

London

England

W1F 9PS




Accountants
Grant Thornton (NI) LLP
Chartered Accountants

12 - 15 Donegall Square West

Belfast

BT1 6JH





 
Fero Capital Limited
 

Contents



Page
Accountant's Report
1
Balance Sheet
2 - 3
Statement of Changes in Equity
4
Notes to the Financial Statements
5 - 12


  
img2610.png
Independent Accountant's Report to the directors of the unaudited financial statements of Fero Capital Limited for the year ended 31 March 2024

In order to assist you fulfil your duties under the Companies Act 2006, we have compiled the financial statements of directors for the financial year ended has, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes to the financial statements, including a summary of significant accounting policies, from the company's accounting records and from information and explanations you have given to us.

The financial statements have been prepared on the basis set out in the notes to the financial statements.

This report is made solely to the directors of directors, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely that we might compile the financial statements that we have been engaged to compile, report to the company's directors that we have done so and state those matters that we have agreed to state to the directors of directors, as a body, in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than directors and its directors, as a body, for our work or for this report.


We have carried out this engagement in accordance with the technical guidance issued by Chartered Accountants Ireland ("the Institute") and have complied with the ethical guidance laid down by the Institute relating to members undertaking the compilation of financial statements.

You have approved the financial statements for the financial year ended has and you have acknowledged on the Balance Sheet as at has your duty to ensure that directors has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view in accordance with the FRS102. You consider that directors is exempt from the statutory audit requirement for the financial year ended has.

We have not been instructed to carry out an audit or review the financial statements of directors. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements. 




  


Grant Thornton (NI) LLP

Chartered Accountants
12 - 15 Donegall Square West
Belfast
BT1 6JH







Date:   30 August 2024
Page 1

 
Fero Capital Limited
Registered number:13760615

Balance Sheet
As at 31 March 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 5 
5,870,670
3,542,025

  
5,870,670
3,542,025

Current assets
  

Debtors: amounts falling due after more than one year
 6 
3,267,954
395,494

  
3,267,954
395,494

Creditors: amounts falling due within one year
 7 
(7,800)
-

Net current assets
  
 
 
3,260,154
 
 
395,494

Total assets less current liabilities
  
9,130,824
3,937,519

Creditors: amounts falling due after more than one year
 8 
(3,264,195)
(395,493)

  

Net assets
  
5,866,629
3,542,026


Capital and reserves
  

Called up share capital 
 9 
1
1

Share option reserve
 10 
1,058,125
-

Equity reserve
 10 
4,812,545
3,542,025

Profit and loss account
 10 
(4,042)
-

  
5,866,629
3,542,026


Page 2

 
Fero Capital Limited
Registered number:13760615

Balance Sheet (continued)
As at 31 March 2024

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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.




Mr D J Gibney
Director

The notes on pages 5 to 12 form part of these financial statements.

Page 3

 
Fero Capital Limited
 

Statement of Changes in Equity
For the year ended 31 March 2024


Called up share capital
Share option reserve
Equity reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2023
1
-
3,542,025
-
3,542,026



Loss for the year
-
-
-
(4,042)
(4,042)

Other movements
-
-
1,270,520
-
1,270,520

Share based payment transactions
-
1,058,125
-
-
1,058,125


At 31 March 2024
1
1,058,125
4,812,545
(4,042)
5,866,629



Statement of Changes in Equity
For the year ended 31 March 2023


Called up share capital
Equity reserve
Total equity

£
£
£

Shares issued during the year
1
-
1

Other movements
-
3,542,025
3,542,025


At 31 March 2023
1
3,542,025
3,542,026


The notes on pages 5 to 12 form part of these financial statements.

Page 4

 
Fero Capital Limited
 
 
Notes to the Financial Statements
For the year ended 31 March 2024

1.


General information

Fero Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 46a Carnaby Street, Carnaby, London, England W1F 9PS.
The principal activity of the company is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Going concern

The directors have assessed that there are adequate resources to meet the ongoing costs of the business for a minimum of 12 months from the date of signing the financial statements. For this reason the financial statements have been prepared on a going concern basis which presumes the realisation of assets and liabilities in the normal course of business.

  
2.3

Consolidation

These financial statements contain information about the company as an individual and do not contain consolidated financial information as the parent undertaking of a group. The company has taken advantage of exemptions available to small groups not to prepare consolidated financial statements.

Page 5

 
Fero Capital Limited
 

Notes to the Financial Statements
For the year ended 31 March 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

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'.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

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.

Page 6

 
Fero Capital Limited
 

Notes to the Financial Statements
For the year ended 31 March 2024

2.Accounting policies (continued)

 
2.7

Taxation

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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

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 acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.10

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.

Page 7

 
Fero Capital Limited
 

Notes to the Financial Statements
For the year ended 31 March 2024

2.Accounting policies (continued)

  
2.11

Financial instruments

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 shares are publicly traded or their fair value can otherwise 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

 
Fero Capital Limited
 
 
Notes to the Financial Statements
For the year ended 31 March 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

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) Carrying value of investments
Investment in subsidiary undertakings is measured at cost less accumulated impairment. Where there is an indication of impairment the recoverable amount is estimated and compared with the carrying amount. The estimate of recoverable amount is considered in light of the trading and balance sheet strength of the subsidiary together with the director's best estimate of future performance of the subsidiary.


4.


Employees

The average monthly number of employees, including directors, during the year was 2 (2023: 2).



5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
3,542,025


Additions
2,328,645



At 31 March 2024
5,870,670




Page 9

 
Fero Capital Limited
 
 
Notes to the Financial Statements
For the year ended 31 March 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Ferovinum Ltd
46a Carnaby Street, Carnaby, London, England, W1F 9PS
Ordinary
100%
Ferovinum Inc
850 New Burton Road, Suite 201, Dover, Delaware 19904, Kent County
Ordinary
100%
Ferovinum International Limited
13 Adelaide Road, Dublin, Dublin, 
D02 P950, Ireland
Ordinary
100%

During the year ended 31 March 2023, as part of a group reorganisation, SAFE contracts originally raised in Ferovinum Ltd, the subsidiary company were novated to the company. On the same date the company made a capital contribution totalling the value of the previously raised SAFE contracts of £2,098,993 to Ferovinum Ltd. A further capital contribution of £1,443,032 was made by the company to Ferovinum Ltd in that year.
During the year ended 31 March 2024, a capital contribution of £2,244,184 was made by the company to Ferovinum Ltd.
During the year ended 31 March 2024, a capital contribution of £84,460 was made by the company to newly incorporated subsidiary company Ferovinum Inc. 


6.


Debtors


Due after more than one year

Amounts owed by group undertakings
3,267,954
395,494

3,267,954
395,494



7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Accruals and deferred income
7,800
-

7,800
-


Page 10

 
Fero Capital Limited
 
 
Notes to the Financial Statements
For the year ended 31 March 2024

8.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Convertible loan note
2,977,109
-

Other creditors
287,086
395,493

3,264,195
395,493


In June 2023 the Company issued a convertible loan note with a principal value of £2,750,000, incurring interest at a rate of 15% plus central bank rate per annum. The convertible loan note was repaid in May 2024 as a result of the May 2024 equity round. This resulted in a makewhole interest payment of £592K.
Other creditors comprises £58,946 (2023: £189,033) interest free shareholder loans and £228,140 (2023:  £206,460) 10% annual interest shareholder loans. The loans are due for repayment in 2030 and are unsecured.


9.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1,000,000 (2023 - 1,000,000) Ordinary shares of £0.000001 each
1
1



10.


Reserves

Share option reserve

Share option reserve represents the accumulated fair value of equity instruments granted and unexercised.

Equity reserve

This 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 fundraising or exit event.

Profit and loss account

This includes all current and prior period retained profits and losses.


11.


Related party transactions

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.
There were no related party transactions in the year such as are required to be disclosed.

Page 11

 
Fero Capital Limited
 
 
Notes to the Financial Statements
For the year ended 31 March 2024

12.


Post balance sheet events

On July 22nd 2024, Fero Capital Limited completed funding of a Series A equity round, which was oversubscribed and raised £17.5M via the issuance of 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. The equity was made available to subsidiary Ferovinum Ltd.
The convertible loan note was repaid in May 2024 as a result of the May 2024 equity round. This resulted in a makewhole interest payment of £592K.


13.


Controlling party

The ultimate controlling party is deemed to be the directors by virtue of their shareholding in the Company.

Page 12