Company No: 14040238 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Carl Gabriel Lindsay Fitzgerald
	Nicholas Alexander Hewett

REGISTERED OFFICE	14-16 Bruton Place
	London
	W1J 6LX
	United Kingdom

COMPANY NUMBER

14040238 (England and Wales)

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	3	1,247,334		471,304
		1,247,334		471,304
Current assets
Debtors	4	1,440,920		1,348,083
Cash at bank and in hand		272,403		363,970
		1,713,323		1,712,053
Creditors: amounts falling due within one year	5	( 492,685)		( 1,720,734)
Net current assets/(liabilities)		1,220,638		(8,681)
Total assets less current liabilities		2,467,972		462,623
Provision for liabilities	6, 7	( 113,500)		( 65,797)
Net assets		2,354,472		396,826
Capital and reserves
Called-up share capital	8	3		1
Share premium account		1,847,767		0
Profit and loss account		506,702		396,825
Total shareholder's funds		2,354,472		396,826

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• 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; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Fidelio Capital Limited (registered number: 14040238) were approved and authorised for issue by the Board of Directors on 10 September 2025. They were signed on its behalf by:

Carl Gabriel Lindsay Fitzgerald Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Fidelio Capital Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is 14-16 Bruton Place, London, W1J 6LX, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Income from advisory work is recognised in the period in which services are provided.

Employee benefits

Defined contribution schemes
The company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Land and buildings	depreciated over the life of the lease
Plant and machinery etc.	3 - 5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company 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. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Loans and borrowings
Loans and borrowings are initially recognised at the transaction price including transaction costs. If an arrangement constitutes a financing transaction it is measured at the present value of the future receipts discounted at a market rate of interest.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Ordinary share capital

The ordinary share capital of the company is presented as equity.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	5		4

3. Tangible assets

	Land and buildings		Plant and machinery etc.		Total
	£		£		£
Cost
At 01 January 2024	320,817		167,232		488,049
Additions	830,364		85,321		915,685
At 31 December 2024	1,151,181		252,553		1,403,734
Accumulated depreciation
At 01 January 2024	3,415		13,330		16,745
Charge for the financial year	91,661		47,994		139,655
At 31 December 2024	95,076		61,324		156,400
Net book value
At 31 December 2024	1,056,105		191,229		1,247,334
At 31 December 2023	317,402		153,902		471,304

4. Debtors

	2024		2023
	£		£
Trade debtors	0		599,636
Corporation tax	50,000		( 50,758)
Other debtors	1,390,920		799,205
	1,440,920		1,348,083

5. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	100,127		39,887
Amounts owed to parent undertakings (note 10)	0		1,473,878
Other taxation and social security	47,302		32,953
Other creditors	345,256		174,016
	492,685		1,720,734

6. Provision for liabilities

	2024		2023
	£		£
Deferred tax	113,500		65,797

7. Deferred tax

	2024		2023
	£		£
At the beginning of financial year	( 65,797)		0
Charged to the Profit and Loss Account	( 47,703)		( 65,797)
At the end of financial year	( 113,500)		( 65,797)

8. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
3 Ordinary shares of £ 1.00 each (2023: 1 share of £ 1.00 )	3		1

9. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	2024		2023
	£		£
within one year	437,286		225,403
between one and five years	1,749,144		1,749,144
after five years	1,639,823		2,077,108
	3,826,253		4,051,655

10. Related party transactions

Transactions with owners holding a participating interest in the entity

	2024		2023
	£		£
Fidelio Capital III Midco - Loan	0		1,473,878

11. Ultimate controlling party

Parent Company:

Fidelio Capital III TopCo AB

Sturegatan 10 114 36 Stockholm Sweden

The group headed by the ultimate parent company Fidelio Capital III TopCo AB is the largest and smallest group in which Fidelio Capital Limited is consolidated.