Fortem Capital Holdings Limited - Limited company accounts 25.1

REGISTERED NUMBER: 10948217 (England and Wales)

Strategic Report,

Report of the Director and

Financial Statements

for the Year Ended 31 March 2026

for

Fortem Capital Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTOR:

E R J Senior

REGISTERED OFFICE:

c/o Parker Cavendish, Suite 301

Stanmore Business and Innovation Centre

Howard Road

Stanmore

Middlesex

HA7 1FW

REGISTERED NUMBER:

10948217 (England and Wales)

AUDITORS:

Parker Cavendish

Chartered Accountants

Registered Auditor

Suite 301, Stanmore Business

and Innovation Centre

Howard Road

Stanmore

Middlesex

HA7 1FW

The company is a holding company with one trading subsidiary.

REVIEW OF BUSINESS

The company does not have any trading income but does incur management expenses on behalf of the group.

During the year the company received a dividend from its trading subsidiary of £2,965,000 (2025:£1,754,262) and paid dividends to its shareholders of £1,185,000 (2025:£669,262).

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties in respect of the company's trading subsidiary are disclosed in the company's financial statements.

ON BEHALF OF THE BOARD:

E R J Senior - Director

30 September 2026

The director presents his report with the financial statements of the company for the year ended 31 March 2026.

DIVIDENDS

Dividends of £1,185,000 (2025:£669,262) were paid during the year.

DIRECTORS

E R J Senior has held office during the whole of the period from 1 April 2025 to the date of this report.

Other changes in directors holding office are as follows:

C A Dagg - resigned 6 March 2026

GOING CONCERN

Having reviewed the company's financial forecasts and expected future cash flows, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the going concern basis has been adopted in preparing the financial statements for the year ended 31 March 2026.

SHARE BUY BACK

In May 2024 and April 2025, the company undertook two transactions to buy back shares from existing shareholders in the sum of £10,357,684. It has subsequently been identified that the transactions undertaken were not in compliance with Company Law.The Director has taken legal advice and is in the process of rectifying both transactions in order to correctly reflect the intended outcome of the buy backs.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

E R J Senior - Director

30 September 2026

Opinion

We have audited the financial statements of Fortem Capital Holdings Limited (the 'company') for the year ended 31 March 2026 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- identification of laws and regulations applicable to the company which may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment and health & safety legislation;

- assessing the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal and other relevant correspondence;

- discussions with the management on consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- evaluation of internal controls designed to prevent and detect irregularities;

- performing analytical procedures to identify any unusual or unexpected relationships;

- testing journal entries to identify unusual transactions;

- assessing whether there was evidence of bias by the management in relation to accounting estimates;

- investigating the rationale behind significant or unusual transactions;

- agreeing financial statement disclosures to underlying supporting documentation; and

- enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Marco Gazza (Senior Statutory Auditor)

for and on behalf of Parker Cavendish

Chartered Accountants

Registered Auditor

Suite 301, Stanmore Business

and Innovation Centre

Howard Road

Stanmore

Middlesex

HA7 1FW

30 September 2026

TURNOVER

-

Administrative expenses

(114,555

)

(452,362

)

OPERATING LOSS

4

(114,555

)

(452,362

)

Income from shares in group undertakings

2,965,000

1,754,262

2,850,445

1,301,900

Amounts written off investments

5

-

(50,150

)

PROFIT BEFORE TAXATION

2,850,445

1,251,750

Tax on profit

6

-

PROFIT FOR THE FINANCIAL YEAR

2,850,445

1,251,750

PROFIT FOR THE YEAR

2,850,445

1,251,750

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

2,850,445

1,251,750

FIXED ASSETS

Investments

8

55,350

CURRENT ASSETS

Debtors

9

10,357,703

7,857,728

Cash at bank

140

10,357,843

7,857,868

CREDITORS

Amounts falling due within one year

10

(64,186

)

(1,729,656

)

NET CURRENT ASSETS

10,293,657

6,128,212

TOTAL ASSETS LESS CURRENT
LIABILITIES

10,349,007

6,183,562

CAPITAL AND RESERVES

Called up share capital

11

8,055,659

5,555,659

Capital redemption reserve

12

10

Retained earnings

12

2,293,338

627,893

SHAREHOLDERS' FUNDS

10,349,007

6,183,562

The financial statements were approved by the director and authorised for issue on 30 September 2026 and were signed by:

E R J Senior - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

Balance at 1 April 2024

55,640

45,405

10

101,055

Changes in equity

Issue of share capital

5,500,019

-

5,500,019

Dividends

-

(669,262

)

-

(669,262

)

Total comprehensive income

-

1,251,750

-

1,251,750

Balance at 31 March 2025

5,555,659

627,893

10

6,183,562

Changes in equity

Issue of share capital

2,500,000

-

2,500,000

Dividends

-

(1,185,000

)

-

(1,185,000

)

Total comprehensive income

-

2,850,445

-

2,850,445

Balance at 31 March 2026

8,055,659

2,293,338

10

10,349,007

Cash flows from operating activities

Cash generated from operations

1

(4,280,000

)

(6,585,019

)

Net cash from operating activities

(4,280,000

)

(6,585,019

)

Cash flows from investing activities

Dividends received

2,965,000

1,754,262

Net cash from investing activities

2,965,000

1,754,262

Cash flows from financing activities

Share issue

2,500,000

5,500,019

Equity dividends paid

(1,185,000

)

(669,262

)

Net cash from financing activities

1,315,000

4,830,757

Increase in cash and cash equivalents

-

Cash and cash equivalents at beginning of
year

2

140

Cash and cash equivalents at end of year

2

140

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2026

2025

£

Profit before taxation

2,850,445

1,251,750

Fixed asset investments impairment

-

50,150

Finance income

(2,965,000

)

(1,754,262

)

(114,555

)

(452,362

)

Increase in trade and other debtors

(2,499,975

)

(7,812,728

)

(Decrease)/increase in trade and other creditors

(1,665,470

)

1,680,071

Cash generated from operations

(4,280,000

)

(6,585,019

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2026

31.3.26

1.4.25

£

Cash and cash equivalents

140

Year ended 31 March 2025

31.3.25

1.4.24

£

Cash and cash equivalents

140

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.25

Cash flow

At 31.3.26

£

Net cash

Cash at bank

140

-

140

-

140

Total

140

-

140

1.	STATUTORY INFORMATION

Fortem Capital Holdings 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Fortem Capital Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Wrexham Acquisitions Limited, c/o Parker Cavendish, Suite 301, Stanmore Business And Innovation Centre, Howard Road, Stanmore, Middlesex, England, HA7 1FW.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

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.

Going concern

Having reviewed the financial forecasts for the company and its trading subsidiary, and expected future cash flows, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the going concern basis has been adopted in preparing the financial statements for the year ended 31 March 2026.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2026 nor for the year ended 31 March 2025.

The average number of employees during the year was NIL (2025 - NIL).

2026

2025

£

Directors' remuneration

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2026

2025

£

Auditors' remuneration

9,000

-

5.

AMOUNTS WRITTEN OFF INVESTMENTS

2026

2025

£

Impairment losses

-

50,150

6.

TAXATION

Tax losses for the current and previous year are surrendered to the company's trading subsidiary for no consideration.

7.

DIVIDENDS

2026

2025

£

Ordinary shares of £1 each

Interim

1,185,000

669,262

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2025

and 31 March 2026

55,350

NET BOOK VALUE

At 31 March 2026

55,350

At 31 March 2025

55,350

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

Other debtors

19

1,677,728

Other assets

10,357,684

6,180,000

10,357,703

7,857,728

Other assets of £10,357,684 (2025:£6,180,000) comprise amounts paid to shareholders as a consequence of the defective share buybacks. The company has sought legal advice and the amounts paid are currently held on constructive trust for the company.The company is currently taking steps to carry out a capital reorganisation by way of court approval at which point the asset will be replaced with a capital repayment.

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

Trade creditors

311

-

Amounts owed to group undertakings

52,775

1,727,256

Accruals and deferred income

11,100

2,400

64,186

1,729,656

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number

Class

Nominal value

2026

2025

£

55,300

Ordinary

£1

55,300

357

Ordinary - B shares

£1

357

1

Ordinary - C shares

£1

1

Ordinary - D shares

£1

1

8,000,000

Redeemable shares

£1

8,000,000

5,500,000

8,055,659

5,555,659

During the year, the company issued 2,500,000 Redeemable £1 shares of £1 each all at par value.

The Ordinary and Ordinary - B shares have attached to them full voting and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

The Ordinary - C and Ordinary - D shares have attached to them capital distribution (including on winding up) rights; they do not confer any rights of redemption.

The Redeemable shares have attached to them full voting and capital distribution (including on winding up) rights and confer rights of redemption.

The Ordinary, Ordinary - B, Ordinary - C and Ordinary - D shares shall be separate classes of shares for the declaration of dividends which shall be at the discretion of the director. The declaration of a dividend in respect of one class of share shall not compel a dividend at the same rate to be declared in respect of any other class of share.

The Redeemable shares are a separate classe of share for the purposes of declaration of dividends which shall be at the discretion of the director. Any dividends declared shall be at the same rate as declared in respect of any other class of share.

Save as the above, the Ordinary, Ordinary - B, Ordinary - C, Ordinary - D and Redeemable shares shall rank pari passu in all other respects.

12.

RESERVES

Capital

Retained

redemption

earnings

reserve

Totals

£

At 1 April 2025

627,893

10

627,903

Profit for the year

2,850,445

Dividends

(1,185,000

)

(1,185,000

)

At 31 March 2026

2,293,338

10

2,293,348

13.	ULTIMATE CONTROLLING PARTY

The controlling party is E R J Senior by virtue of his ownership of the company's parent undertaking Wrexham Acquisitions Limited.