REGISTERED NUMBER: 13076403 (England and Wales)

ITERO TECHNOLOGIES LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MARCH 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

J M Rushton-Turner : Executive Chairman

S R Hansford

REGISTERED OFFICE:

Unit F

33 The Ridgeway

Iver

Buckinghamshire

SL0 9HW

REGISTERED NUMBER:

13076403 (England and Wales)

ACCOUNTANTS:

Atkinson Finch & Co

Chartered Accountants

Central Chambers

45-47 Albert Street

Rugby

Warwickshire

CV21 2SG

FIXED ASSETS

Investments

4

7,535

7,535

CURRENT ASSETS

Debtors

5

6,304,906

4,463,706

Cash at bank

1,425,748

487,088

7,730,654

4,950,794

CREDITORS

Amounts falling due within one year

6

3,310,793

109,853

NET CURRENT ASSETS

4,419,861

4,840,941

TOTAL ASSETS LESS CURRENT LIABILITIES

4,427,396

4,848,476

CAPITAL AND RESERVES

Called up share capital

12,914

12,913

Share premium

5,100,867

5,099,208

Retained earnings

(686,385

)

(263,645

)

4,427,396

4,848,476

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31st March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31st March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 2nd December 2025 and were signed on its behalf by:

J M Rushton-Turner : Executive Chairman - Director

1.	STATUTORY INFORMATION

Itero Technologies Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

The company has two direct wholly owned subsidiaries: Itero Development Limited (registered in England and Wales with Company No: 07406161) and Itero Technologies Netherlands BV (registered in the Netherlands with KVK No: 85190756).

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Tax losses are recognised only to the extent that it is probable that they will be recovered including through repayable research and development tax credits.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

The company's activity is principally as a holding company for its subsidiaries through which the group conducts the principal business of developing its proprietary technology for chemical recycling of plastic waste feedstock for commercial development.

The company holds granted patents registered at the UK Intellectual Property Office and has been granted patents, and has filed for grant, in various other countries further to the Patent Co-Operation Treaty.

Expenditure on research and development is incurred principally through its subsidiaries.

Pension costs and other post-retirement benefits

All group employees are employed by Itero Development Limited (for UK located employees) or Itero Technologies Netherlands BV (for Dutch located employees). Itero Development Limited makes contributions alongside employees to defined contribution workplace pension scheme operated by NEST. Contributions payable by that company are charged to profit or loss in the period to which they relate. Itero Technologies Netherlands BV makes contributions under applicable Dutch social security law applicable to pensions.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2024 - 14 ) .

4.	FIXED ASSET INVESTMENTS

The company directly holds the entire share capital in its two subsidiaries at cost.

2025

2024

Company Name

£

£

Itero Development Limited (IDL) (Company No: 07406161): 6,700 Ordinary Shares of £1 each

6,700

6,700

Itero Technologies Netherlands BV (ITN) (KVK No: 85190756): 1,000 Ordinary Shares of €1 each

835

835

7,535

7,535

The company has provided working capital to each subsidiary by way of intercompany advances (see note 6 below).

5.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Prepayments

-

4,273

Amounts falling due after more than one year:

Itero Development Ltd - working capital

5,495,820

3,986,266

Itero Technologies BV - working capital

809,086

473,167

6,304,906

4,459,433

Aggregate amounts

6,304,906

4,463,706

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

33,660

22,317

Itero Development Limited

57,875

66,386

Accrued expenses

31,670

21,150

Convertible Loan Notes

3,187,588

-

3,310,793

109,853

The company issued Loan Notes of £1,716,442 on 16th May 2024 and £1,343,770 on 12th March 2025. The Loan Notes accrue interest at 8% pa and are convertible at the option of the holder into ordinary equity in the financing round anticipated in 2026 to fund the group's first full scale plastics chemical recycling project. The Loan Notes were subscribed by the holders of the Class B Ordinary Shares in the Company.

7.	GUARANTEES

2025

2024

£

£

2022 Tranche Loan Agreement (TLA) - Itero Development Limited

2,729,022

2,729,582

The holder of the TLA is Mr Rushton-Turner (MRT) (who is a significant shareholder in the holding company and its executive chairman).

Itero Technologies Limited has guaranteed the obligations of Itero Development Limited under the 2022 TLA including the final repayment obligation on the Maturity Date (being 31st March 2028) or following any earlier acceleration on earlier events of default.

The TLA in not currently interest bearing and prepayments and repayments prior to maturity or acceleration are limited in recourse to tax repayments or set-offs obtained in the group. The TLA balance becomes interest bearing and entitled to accelerated prepayments from successful commissioning of the first commercial pliant of the Group.

The 31st March 2025 accounts of Itero Development Limited provide further detail on the TLA.

The holder, without waiving any contractual rights, has permitted temporary deferral of these payable amounts but with the right to call for their payment at will.

At signing of these accounts, the holder has not required such payment and has permitted deferral of some further amounts due. Itero Development Limited is performing its obligations under the TLA and there is no expectation or circumstance pending that indicate a likelihood of call under the guarantee. Accordingly the liability is considered contingent, is not provided against and is not recognised as a creditor of Itero Technologies Limited.

8.	CAPITAL AND RESERVES

2025

2024

£

£

Share capital

Class A Shares

6,700

6,700

Class B Shares

4,636

4,636

Class C1 Shares

442

442

Class C2 Shares

1,135

1,135

Class D Shares

1

-

12,914

12,913

Share premium

5,100,867

5,099,208

Retained reserves

Prior year deficit brought forward

(263,645

)

(69,447

)

Loss for the current financial period (see also note 4)

(422,740

)

(194,198

)

(686,385

)

(263,645

)

Total Capital and Reserves

4,427,396

4,848,476

The company issued the single D share in June 2024 in connection with a group employee share option scheme.