Registered number
SC782607
The Carbon Removers Limited
Filleted unaudited accounts
for the period from incorporation on 13 September 2023 to 31 March 2024
Pages for filing with the Registrar
The Carbon Removers Limited
Registered number: SC782607
Statement of financial position
as at 31 March 2024
Notes 2024
£
Fixed assets
Intangible assets 4 12,453,742
Tangible assets 5 1,234,625
Investments 6 2,845,295
16,533,662
Current assets
Debtors 7 249,719
Creditors: amounts falling due within one year 8 (425,243)
Net current liabilities (175,524)
Total assets less current liabilities 16,358,138
Creditors: amounts falling due after more than one year 9 (179,807)
Net assets 16,178,331
Capital and reserves
Called up share capital 114
Share premium 1,837,489
Revaluation reserve 14,999,900
Profit and loss account (659,172)
Shareholders' funds 16,178,331
The directors are satisfied that the company is entitled to exemption from the requirement to obtain an audit under section 477 of the Companies Act 2006.
The members have not required the company to obtain an audit in accordance with section 476 of the Act.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The profit and loss account has not been delivered to the Registrar of Companies.
The financial statements were approved by the board of directors and authorised for issue and are signed on its behalf by:
R Nimmons
Director
Approved by the board on 7 March 2025
The Carbon Removers Limited
Notes to the Accounts
for the period from 14 September 2023 to 31 March 2024
1 Accounting policies
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
This is the company's first reporting period since incorporation therefore the accounts span a period of less than 12 months.
Going concern
At the date of approval of the financial statements, the company has prepared and approved up-to date management accounts, budgets and cash flow projections which include key revenue and cost assumptions that the directors consider reasonable and prudent.

Having considered the matters above, the company is of the view that it will have sufficient resources to continue to operate and meet debts as they fall due for the foreseeable future. The financial statements have therefore been prepared on a going concern basis.

In making this assessment, the directors, mindful of the equity and debt funding structure of the company have satisfied themselves on the ongoing support from the shareholders and the compliance with all funding covenants and overall funding continuity for a period of not less than 12 months from the date of approval of the financial statements.
Turnover
Turnover represents amounts receivable from CO2 capture, storage and utilisation net of VAT. Development fees for CO2 capture projects are recognised when the projects reach financial close, that being the point at which the service is performed. MSA income is recognised at the time the service is performed.
Investments in Subsidiaries
Investments in subsidiaries are initially recognised at cost and subsequently held at cost less impairment.
Goodwill
Goodwill is recognised on the acquisiton of subsidiary, Carbon Capture Scotland. It is initially measured at cost, being the excess of the cost of the business over the net assets of the subsidiary at acquisition date. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses (which are not reversed.
Amortisation is recognised on a straight line basis over a finite useful life of 10 years.
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Tangible fixed assets other than freehold land are stated at cost less depreciation. Where a substantial period of time is required to bring an asset into use, attributable finance costs are capitalised and included in the cost of the relevant asset. Depreciation is recognised so as to write off the cost less estimated residual value of each asset over its expected useful life, as follows:
Work In Progress Not depreciated
Plant & equipment 5% straight line
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.
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Cash at bank and in hand
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.
Basic financial assets
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Basic financial liabilities
Basic financial liabilities, including creditors and parent loans 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.
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the income statement so as to produce a constant periodic rate of interest on the remaining balance of the liability.
2 Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of Fixed Assets
At each reporting period end, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication of impairment. If there is any such indication, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Deferred Tax
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
3 Employees
2024
Average number of persons employed by the company -
4 Intangible fixed assets £
Cost
At 14 September 2023 -
Additions 12,988,402
At 31 March 2024 12,988,402
Amortisation
At 14 September 2023 -
Provided during the period 534,660
At 31 March 2024 534,660
Net book value
At 31 March 2024 12,453,742
Goodwill arising on the acuisition of Carbon Capture Scotland Ltd as detailed in note 6.
5 Tangible fixed assets
Work In Progress Plant & equipment Total
£ £ £
Cost
At 14 September 2023 - - -
Additions 744,647 496,180 1,240,827
At 31 March 2024 744,647 496,180 1,240,827
Depreciation
At 14 September 2023 - - -
Charge for the period - 6,202 6,202
At 31 March 2024 - 6,202 6,202
Net book value
At 31 March 2024 744,647 489,978 1,234,625
At 13 September 2023 - - -
6 Investments
Investments in
subsidiary
undertakings
£
Cost
At 14 September 2023 -
Additions 2,845,295
At 31 March 2024 2,845,295
The company holds 20% or more of the share capital of the following companies registered in Scotland & England:
Company Holding Nature of business Footnote
Carbon Capture Scotland Ltd 100% ordinary shares Capture, and utilisation of CO2 1
Nexus Capture Ltd 100% ordinary shares Capture, and utilisation of CO2 2
Carbon Capture Transport Ltd 100% ordinary shares Transport of CO2 2
Footnote Registered address
1 Kings Of Kinloch, Meigle, Blairgowrie, United Kingdom, PH12 8QX
2 3rd Floor City Point, 65 Haymarket Terrrace, Edinburgh, Scotland EH12 5HD
On 3 November 2023, the company entered into an agreement for a share for share exchange for 100% of the share capital of Carbon Capture Scotland Limited, in exchange for equal shareholdings in the company. The acquisition cost was £15,000,000 which has been allocated as £2,011,598 investment in Carbon Capture Scotland and £12,988,402 as goodwill detailed in note 4.
7 Debtors 2024
£
Trade debtors 34,178
Deferred tax asset 41,504
Other debtors 174,037
249,719
8 Creditors: amounts falling due within one year 2024
£
Bank loans and overdrafts 70,193
Revenue received in advance 272,353
Other creditors 82,697
425,243
9 Creditors: amounts falling due after one year 2024
£
Bank loans 179,807
179,807
A £250k business growth loan was drawn during the period. The balance outstanding as at 31 March 2024 was £250,000. Interest on the facility is fixed at 16% p.a. Principal repayments are payable in equal instalments over 36 months commencing April 2024.
10 Deferred Taxation
The directors have considered future profit projections and have recognised tax losses to the extent that they will be utilised against future taxable profits.
2024
£
At 14 September 2023 -
Movement for the period 41,504
At 31 March 2024 41,504
1,000,000 Ordinary shares of £0.0001 each 100
136,771 Preferred shares of £0.0001 each 14
114
11 Related party transactions 2024
£
During the period, the company entered into the following transactions with related parties:
Development fee income 200,000
Operating costs 309,068
WIP 744,647
Plant & equipment 496,180
Amounts due from related parties -
Amounts due to related parties -
12 Ultimate Controlling Party
In the opinion of the directors, the ultimate controlling parties are Richard Nimmons and Edward Nimmons as the majority shareholders of Carbon Capture Scotland Holdings Limited.
13 Other information
The Carbon Removers Limited is a private company limited by shares and incorporated in Scotland. Its registered office is:
Kings of Kinloch
Meigle
Blairgowrie
United Kingdom
PH12 8QX
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