Registered number |
for the period from incorporation on 13 September 2023 to |
Pages for filing with the Registrar |
Registered number: | |||||||
Statement of financial position | |||||||
as at |
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Notes | 2024 | ||||||
£ | |||||||
Fixed assets | |||||||
Intangible assets | 4 | ||||||
Tangible assets | 5 | ||||||
Investments | 6 | ||||||
Current assets | |||||||
Debtors | 7 | ||||||
Creditors: amounts falling due within one year | 8 | ( |
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Net current liabilities | ( |
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Total assets less current liabilities | |||||||
Creditors: amounts falling due after more than one year | 9 | ( |
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Net assets | |||||||
Capital and reserves | |||||||
Called up share capital | |||||||
Share premium | |||||||
Revaluation reserve | |||||||
Profit and loss account | ( |
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Shareholders' funds | |||||||
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 |
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Notes to the Accounts | ||||||||||||
for the period from 14 September 2023 to |
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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 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. |
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This is the company's first reporting period since incorporation therefore the accounts span a period of less than 12 months. | ||||||||||||
Going concern | ||||||||||||
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. |
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Turnover | ||||||||||||
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. |
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Tangible fixed assets | ||||||||||||
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 | ||||||||||||
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. |
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Basic financial assets | ||||||||||||
Basic financial liabilities | ||||||||||||
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. | ||||||||||||
Equity instruments | ||||||||||||
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. |
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2 | ||||||||||||
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. |
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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 | ||||||||||||
At 31 March 2024 | ||||||||||||
Amortisation | ||||||||||||
At 14 September 2023 | - | |||||||||||
Provided during the period | ||||||||||||
At 31 March 2024 | ||||||||||||
Net book value | ||||||||||||
At 31 March 2024 | ||||||||||||
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 | ||||||||||||
At 31 March 2024 | ||||||||||||
Depreciation | ||||||||||||
At 14 September 2023 | - | - | - | |||||||||
Charge for the period | - | |||||||||||
At 31 March 2024 | - | |||||||||||
Net book value | ||||||||||||
At 31 March 2024 | ||||||||||||
At 13 September 2023 | - | - | - | |||||||||
6 | Investments | |||||||||||
Investments in | ||||||||||||
subsidiary | ||||||||||||
undertakings | ||||||||||||
£ | ||||||||||||
Cost | ||||||||||||
At 14 September 2023 | - | |||||||||||
Additions | 2,845,295 | |||||||||||
At 31 March 2024 | ||||||||||||
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 | ||||||||||||
Deferred tax asset | ||||||||||||
Other debtors | ||||||||||||
249,719 | ||||||||||||
8 | Creditors: amounts falling due within one year | 2024 | ||||||||||
£ | ||||||||||||
Bank loans and overdrafts | ||||||||||||
Revenue received in advance | 272,353 | |||||||||||
Other creditors | ||||||||||||
9 | Creditors: amounts falling due after one year | 2024 | ||||||||||
£ | ||||||||||||
Bank loans | ||||||||||||
10 | Deferred Taxation | |||||||||||
2024 | ||||||||||||
£ | ||||||||||||
At 14 September 2023 | - | |||||||||||
Movement for the period | 41,504 | |||||||||||
At 31 March 2024 | ||||||||||||
1,000,000 Ordinary shares of £0.0001 each | 100 | |||||||||||
136,771 Preferred shares of £0.0001 each | 14 | |||||||||||
11 | Related party transactions | 2024 | ||||||||||
£ | ||||||||||||
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 | |||||||||||
13 | Other information | |||||||||||
The Carbon Removers Limited is a private company limited by shares and incorporated in Scotland. Its registered office is: | ||||||||||||
United Kingdom | ||||||||||||
PH12 8QX |