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Unaudited Financial Statements
Fero Capital Limited
For the year ended 31 March 2025
Registered number: 13760615
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Company Information
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Mr J C White (appointed 22 May 2024)
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Mr D O Cobley (appointed 22 July 2024)
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Grant Thornton Advisors (NI) LLP
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12 - 15 Donegall Square West
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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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Independent Accountant's Report to the directors of the unaudited financial statements of Fero Capital Limited for the year ended 31 March 2025
In order to assist you fulfil your duties under the Companies Act 2006, we have compiled the financial statements of Fero Capital Limited for the year ended 31 March 2025, 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 Fero Capital Limited, 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 Fero Capital Limited, 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 Fero Capital Limited and its directors, as a body, for our work or for this report.
We have carried out this engagement in accordance with International Standard on Related Services 4410 (Revised) Compilation Engagements issued by the International Auditing and Assurance Standards Board (the ‘IAASB’’) and have complied with the ethical guidance laid down by the IESBA Code and Chartered Accountants Ireland relating to members undertaking the compilation of financial statements.
You have approved the financial statements for the year ended 31 March 2025 and you have acknowledged on the Balance Sheet as at 31 March 2025 your duty to ensure that Fero Capital Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view in accordance with the Companies Act 2006. You consider that Fero Capital Limited is exempt from the statutory audit requirement for the year ended 31 March 2025.
We have not been instructed to carry out an audit or review the financial statements of Fero Capital Limited. 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 Advisors (NI) LLP
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Chartered Accountants
12 - 15 Donegall Square West
Belfast
BT1 6JH
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Date: 27 August 2025
Page 1
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Fero Capital Limited
Registered number:13760615
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Balance Sheet
As at 31 March 2025
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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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Page 2
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Fero Capital Limited
Registered number:13760615
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Balance Sheet (continued)
As at 31 March 2025
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 financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
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 27 August 2025.
The notes on pages 5 to 12 form part of these financial statements.
Page 3
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Statement of Changes in Equity
For the year ended 31 March 2025
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Shares issued during the year
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Share based payment transactions
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Statement of Changes in Equity
For the year ended 31 March 2024
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Share based payment transactions
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The notes on pages 5 to 12 form part of these financial statements.
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Page 4
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Notes to the Financial Statements
For the year ended 31 March 2025
Fero Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 22 Ganton Street, First Floor, London, England, W1F 7BU.
The principal activity of the company is that of a holding company.
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements are presented in Sterling (£).
The following principal accounting policies have been applied:
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.
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
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Notes to the Financial Statements
For the year ended 31 March 2025
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'.
Interest income is recognised in profit or loss using the effective interest method.
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
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Notes to the Financial Statements
For the year ended 31 March 2025
2.Accounting policies (continued)
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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 2025
2.Accounting policies (continued)
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
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Notes to the Financial Statements
For the year ended 31 March 2025
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Judgements 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) 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.
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The average monthly number of employees, including directors, during the year was 4 (2024: 2).
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Investments in subsidiary companies
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Page 9
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Notes to the Financial Statements
For the year ended 31 March 2025
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The following were subsidiary undertakings of the Company:
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22 Ganton Street, First Floor, London, England, W1F 7BU
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850 New Burton Road, Suite 201, Dover, Delaware 19904, Kent County
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Ferovinum International Limited
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13 Adelaide Road, Dublin, Dublin,
D02 P950, Ireland
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During the year ended 31 March 2025, a capital contribution of £17,857,825 was made by the company to Ferovinum Ltd (2024: £2,244,184).
During the year ended 31 March 2025, a capital contribution of £377,137 was made by the company to Ferovinum Inc (2024: £84,460).
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Page 10
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Notes to the Financial Statements
For the year ended 31 March 2025
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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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Allotted, called up and fully paid
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1,000,000 (2024 - 1,000,000) Ordinary shares of £0.000001 each
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412,053 (2024 - Nil) Series A1 shares of £0.000001 each
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111,392 (2024 - Nil) Series A2 shares of £0.000001 each
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In the year the Company issued 412,053 Series A1 shares and 111,392 Series A2 shares with a nominal value of £0.000001 each.
Share premium
Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
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.
Page 11
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Notes to the Financial Statements
For the year ended 31 March 2025
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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.
There were no related party transactions in the year such as are required to be disclosed.
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Post balance sheet events
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Subsequent to the reporting date, the group entered into a new financing agreement to refinance its existing debt facilities. It involved the establishment of three new Special Purpose Vehicles, two of which are within the group structure. The new facilities in place allow the group greater flexibility and improved borrowing rates.
The ultimate controlling party is deemed to be the directors by virtue of their shareholding in the Company.
Page 12
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