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Company registration number: 07143398 ________________________________________________________________________________________ WEST CUMBRIA MINING (HOLDINGS) LIMITED ________________________________________________________________________________________ ANNUAL REPORT INFORMATION FOR FILING WITH THE REGISTRAR FOR THE PERIOD ENDED 30 JUNE 2025
WEST CUMBRIA MINING (HOLDINGS) LIMITED REGISTERED NUMBER:07143398
BALANCE SHEET AS AT 30 JUNE 2025
|  | 30 June |  | 31 December
|  | 2025 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 4 |  | 2 |  | 49,519,639
|  |  | 2 |  | 49,519,639
Current assets |  |  |  |  |
Cash at bank and in hand |  | 1,224 |  | 2,801 |
|  | 1,224 |  | 2,801 |
Creditors: amounts falling due within one year | 5 | (1) |  | (1) |
Net current assets |  |  | 1,223 |  | 2,800
Total assets less current liabilities |  |  | 1,225 |  | 49,522,439
Net assets |  |  | 1,225 |  | 49,522,439
Capital and reserves |  |  |  |  |
Called up share capital | 6 |  | 58 |  | 57
Share premium account | 7 |  | 54,817,277 |  | 54,276,990
Other reserves | 7 |  | 1,250,609 |  | 1,423,954
Profit and loss account | 7 |  | (56,066,719) |  | (6,178,562)
|  |  | 1,225 |  | 49,522,439
The Company's 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 on pages 1 to 11 were approved and authorised for issue by the board on 1 April 2026 and were signed on its behalf by:
R. C. Round
Director
Page 1
WEST CUMBRIA MINING (HOLDINGS) LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 JUNE 2025
| Called up share capital | Share premium account | Share-based payment reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2023 | 6 | 26,831,481 | 1,225,326 | (5,876,537) | 22,180,276
Comprehensive loss for the period |  |  |  |  |
Loss for the period | - | - | - | (302,025) | (302,025)
Total comprehensive loss for the period | - | - | - | (302,025) | (302,025)
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the year | 51 | 28,095,509 | - | - | 28,095,560
Share issue costs | - | (650,000) | - | - | (650,000)
Share-based payments | - | - | 198,628 | - | 198,628
Total transactions with owners | 51 | 27,445,509 | 198,628 | - | 27,644,188
At 1 January 2024 | 57 | 54,276,990 | 1,423,954 | (6,178,562) | 49,522,439
Comprehensive loss for the year |  |  |  |  |
Loss for the period | - | - | - | (49,888,157) | (49,888,157)
Total comprehensive loss for the year | - | - | - | (49,888,157) | (49,888,157)
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the period | 1 | - | - | - | 1
Transfer between reserves | - | 540,287 | (540,287) | - | -
Share-based payments | - | - | 366,942 | - | 366,942
Total transactions with owners | 1 | 540,287 | (173,345) | - | 366,943
At 30 June 2025 | 58 | 54,817,277 | 1,250,609 | (56,066,719) | 1,225
Page 2
WEST CUMBRIA MINING (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 1.Accounting policies
| 1.1 | Statement of compliance
The principal activity of the Company continued to be that of a holding company. The principal subsidiary is West Cumbria Mining Limited and the principal activity of the subsidiary has changed, see note 1.3. The other subsidiary company is dormant. West Cumbria Mining (Holdings) Limited is a private company limited by shares and is incorporated and domiciled in England and Wales. The current address of its registered office is C/O Irwin Mitchell Llp Riverside East, 2 Millsands, Sheffield, South Yorkshire, United Kingdom, S3 8DT.
| 1.2 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention as modified by the recognition of convertible loan notes measured at fair value in accordance with United Kingdom Accounting Standards, including Section 1A 'Small Entities' of Financial Reporting Standard 102, ‘the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland’ (“FRS 102”) and the Companies Act 2006. The company is the parent of a small group and has taken the exemptions available not to prepare consolidated financial statements nor prepare a cash flow statement. The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2. The comparitives relate to the twelve month period ended 31 December 2023.
| 1.3 | Going concern
The principal activity of the Company continues to be that of a Holding Company. The principal subsidiary, West Cumbria Mining Limited, had long held the necessary mining licences and was granted planning permission in December 2022 by the UK Government to develop an underground metallurgical coal mine in West Cumbria. Following a number of external events in 2024 West Cumbria Mining Limited no longer holds the necessary mining licences or planning permission. In August 2025, a Request for Arbitration was registered with the International Centre for Settlement of Investment Disputes by Woodhouse Investment Pte Ltd and West Cumbria Mining (Holding) Limited against the United Kingdom of Great Britain and Northern Ireland. The directors of West Cumbria Mining (Holdings) Limited and West Cumbria Mining Limited, together "the group", have prepared financial projections and plans for the group for a period of 12 months from the date of approval of these financial statements. Based on the current plans, the Directors believe that the funds held by the group are sufficient for the planned forecast expenditure for the forthcoming twelve months and therefore remain a going concern for the foreseeable future. The financial statements do not reflect any adjustments that would be required to be made if they were to be prepared on a basis other than the going concern basis. Page 3
WEST CUMBRIA MINING (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 1.Accounting policies (continued)
| 1.4 | Taxation
Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the Profit and Loss Account. Current or deferred taxation assets and liabilities are not discounted. Current tax Current tax is the amount of corporation tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred tax Deferred tax arises from timing differences that are differences between taxable profits and profit on ordinary activities before taxation as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.
| 1.5 | Investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 4
WEST CUMBRIA MINING (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 1.Accounting policies (continued)
| 1.6 | Financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. Short term debtors and creditors Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the Profit and Loss Account in ‘administrative expenses’. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand. Investments Amounts advanced by the parent Company to the subsidiary company are treated as an increase in its investment. Offsetting Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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. Unsecured convertible loan notes Convertible loan notes containing conversion features that may result in the issuing of a variable number of shares are classified as liabilities at fair value through profit or loss under section 12 of FRS 102. Convertible loan notes are recognised initially at fair value, which is usually the transaction price. Costs of issuance are recognised immediately in profit or loss. Subsequently, convertible loan notes are held at fair value, with changes in fair value recognised in profit or loss within 'interest payable and similar expenses'. Page 5
WEST CUMBRIA MINING (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 1.Accounting policies (continued)
| 1.7 | Foreign currency translation
Functional and presentation currency The Company's functional and presentation currency is the pound sterling. 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. 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 the Profit and Loss Account. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'administrative expenses'. All other foreign exchange gains and losses are presented in the Profit and Loss Account under the heading to which they relate.
| 1.8 | Share capital
Ordinary shares are classified as equity.
| 1.9 | Equity-settled share-based payments
The financial effect of awards made by the Parent Company of options and warrants over its equity shares to the employees and consultants of the subsidiary undertaking (West Cumbria Mining Limited), are recognised by the Parent Company in its financial statements. In particular the parent Company records an increase in its investment in the subsidiaries with a credit to equity equivalent to the increase in the cost of the subsidiary undertaking. Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The grant date fair value is recognised as an expense in the Profit and Loss Account on a straight-line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest. Where equity-settled arrangements are modified, and are of benefit to the employee or consultant, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Page 6
WEST CUMBRIA MINING (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 1.Accounting policies (continued)
| 1.10 | Related party transactions
The Company discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors separate disclosure is necessary to understand the effect of the transactions on the Company’s financial statements.
2. | Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing the financial statements management are required to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from these estimates. The key estimates and judgements that management have made are: Going concern In preparing these financial statements the directors have made certain assumptions with regard to going concern as set out in note 1.3.
3. | Employees
| The average monthly number of employees, including directors, during the year was 4 (2023 - 5).
Page 7
WEST CUMBRIA MINING (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
4. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 49,519,638
| Additions | 368,521
| At 30 June 2025 | 49,888,159
| Impairment |
| At 1 January 2024 | -
| Charge for the period | 49,888,157
| At 30 June 2025 | 49,888,157
| Net book value |
| At 30 June 2025 | 2
| At 31 December 2023 | 49,519,638
| As a result of the circumstances outlined in note 1.3, the investment in subsidiary companies has been impaired.
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| West Cumbria Mining Limited | England and Wales | Mine project development | Ordinary | 100%
| EK Mining Limited | England and Wales | Dormant | Ordinary | 100%
| The registered office address of both of the Company's subsidiary undertakings is: C/O Irwin Mitchell Llp Riverside East, 2 Millsands, Sheffield, S3 8DT.
Page 8
WEST CUMBRIA MINING (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
5. | Creditors: Amounts falling due within one year
|  |  |  |  | 30 June | 31 December
|  |  |  |  | 2025 | 2023
|  |  |  |  | £ | £
| Other creditors | 1 | 1
|  | 1 | 1
6. | Share capital
|  |  |  |  | 30 June | 31 December
|  |  |  |  | 2025 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,687,888 (2023 - 787,408) Ordinary shares of £0.00000147 (2023: 0.00000147)- each | 2 | 1
|  | 37,720,850 (2023 - 37,720,850) A shares of £0.00000147 (2023: £0.00000147)- each | 56 | 56
|  |  | 58 | 57
On 4 April 2025, 900,480 Ordinary shares were issued at £0.00000147 each as a result of Share Options that were exercised, see note 10. The Ordinary shares and A shares rank pari passu in all respects.
7. | Reserves
Share premium account This reserve records the amount above the nominal value received for shares sold less directly attributable costs. Share-based payment reserve This reserve relates to the amount in respect of equity-settled share-based options and warrants granted by the Company. This reserve is not distributable. Profit and Loss Account The Profit and Loss Account is a wholly distributable reserve. Page 9
WEST CUMBRIA MINING (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
8. | Share-based payments
| Share options and warrants have been granted over the Company's equity to current and former directors, employees of the Company and to individuals and entities which have provided services to the Company. These instruments either vest immediately upon grant or upon the occurrence of a significant liquidity event. Share options During the year 900,480 options were exercised at an exercise price of £0.00000147. No options were granted during the period. In the prior period, 207,770,200 options were granted with a total fair value of £1,148,819, estimated using the Black Scholes option pricing model. During the year, a share-based payment charge of £366,942 (2023: £198,628) for options granted since 1 July 2017 was charged to the Profit and Loss Account, with a corresponding increase in the share-based payment reserve. Movement in the aggregate number of options in issue, and their weighted average exercise price, during the year were as follows:
|  | Weighted average exercise price (pence) 2025 | Number 2025 | Weighted average exercise price (pence) 2023 | Number 2023
| Outstanding at the beginning of the year | 0.00000147 | 1,914,702 | 20.63 | 77,500
| Granted during the year |  | - | 0.00000147 | 2,077,702
| Lapsed / forfeited during the year | 0.00000147 | (547,000) | (6.65) | (240,500)
| Exercised during the year | 0.00000147 | (900,480) |  | -
| Outstanding at the end of the year | 0.00000147 | 467,222 | 0.00000147 | 1,914,702
| At 30 June 2025, the weighted average remaining contractual life of options exercisable was 4.97 years (2023: 9.01 years). All the share options are due to expire by 18 January 2033.
Page 10
WEST CUMBRIA MINING (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
8. | Equity-settled share-based payments (continued)
| Warrants A fair value warrant charge of £nil (2023: £nil) is recognised as an expense in the Profit and Loss Account, with a corresponding increase in the share-based payment reserve. No warrants were granted in the current year or prior period. All warrants in existence at 1 January 2023 exprired on 16 August 2023. Movement in the aggregate number of warrants in issue, and their weighted average exercise price, during the year were as follows:
|  | Weighted average exercise price (£) 2025 | Number 2025 | Weighted average exercise price (£) 2023 | Number 2023
|  | £ |  |  |
| Outstanding at the beginning of the year | - | - | 20.63 | 22,500
| Lapsed during the year | - | - | (20.63) | (22,500)
| At 30 June 2025, the weighted average remaining contractual life of warrants exercisable was 0.00 years (2023: 0.00 years).
9. | Commitments
| The Company had no commitments under non-cancellable operating leases at the balance sheet date.
10. | Controlling party
Woodhouse Investment Pte. Ltd. (formerly EMR Capital Investment (No.3B) Pte. Ltd.), an entity resident in Singapore, by virtue of its 88.68% shareholding (2023: 90.76%), on an undiluted basis, is the Company's intermediate holding company. The ultimate parent company of Woodhouse Investment Pte. is EMR Capital Resources Fund 1, LP, resident in The Cayman Islands. There is no overall controlling party of EMR Capital Resources Fund 1, LP.
11. | Auditors' information
The auditors' report on the financial statements for the period ended 30 June 2025 was unqualified. The audit report was signed on 1 April 2026 by Martin J. Rooney (Senior Statutory Auditor) on behalf of F. W. Smith, Riches & Co..
Page 11