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Company No: 14676296 (England and Wales)

CARBON TWO TECHNOLOGIES LIMITED

Unaudited Financial Statements
For the financial year ended 28 February 2025
Pages for filing with the registrar

CARBON TWO TECHNOLOGIES LIMITED

Unaudited Financial Statements

For the financial year ended 28 February 2025

Contents

CARBON TWO TECHNOLOGIES LIMITED

BALANCE SHEET

As at 28 February 2025
CARBON TWO TECHNOLOGIES LIMITED

BALANCE SHEET (continued)

As at 28 February 2025
Note 2025 2024
£ £
Fixed assets
Tangible assets 3 824 0
824 0
Current assets
Debtors 4 17,525 2
Cash at bank and in hand 45,289 0
62,814 2
Creditors: amounts falling due within one year 5 ( 12,331) 0
Net current assets 50,483 2
Total assets less current liabilities 51,307 2
Creditors: amounts falling due after more than one year 6 ( 145,662) 0
Net (liabilities)/assets ( 94,355) 2
Capital and reserves
Called-up share capital 8 2 2
Other reserves 6,459 0
Profit and loss account ( 100,816 ) 0
Total shareholders' (deficit)/funds ( 94,355) 2

For the financial year ending 28 February 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Carbon Two Technologies Limited (registered number: 14676296) were approved and authorised for issue by the Board of Directors on 14 July 2025. They were signed on its behalf by:

D M Swinscow-Hall
Director
CARBON TWO TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 28 February 2025
CARBON TWO TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 28 February 2025
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Carbon Two Technologies Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Flat 1 356 Camden Road, London, N7 0LG, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

Total Liabilities exceed Current Assets at the balance sheet date. The director considers, however that the company has sufficient liquid assets to meets its liabilities as and when they fall due and that the company has sufficient support from its director, shareholder and creditors. Accordingly the director considers that it is appropriate to prepare the accounts on a going concern.

Reporting period length

The previous accounting year was 12 month 9 day period ending 28 February 2024 as compared to current year which is 12 month period ending 28 February 2025. Periods are therefore not entirely comparable.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Computer equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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 assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Non-financial assets
At each balance sheet date, the company reviews 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

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. 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.

Cash and cash equivalents

Cash and cash equivalents 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, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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 and cash and bank balances, 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

2. Employees

2025 2024
Number Number
Monthly average number of persons employed by the Company during the year, including directors 3 0

3. Tangible assets

Computer equipment Total
£ £
Cost
At 01 March 2024 0 0
Additions 899 899
At 28 February 2025 899 899
Accumulated depreciation
At 01 March 2024 0 0
Charge for the financial year 75 75
At 28 February 2025 75 75
Net book value
At 28 February 2025 824 824
At 29 February 2024 0 0

4. Debtors

2025 2024
£ £
Corporation tax 13,901 0
Other debtors 3,624 2
17,525 2

5. Creditors: amounts falling due within one year

2025 2024
£ £
Other taxation and social security 1,794 0
Other creditors 10,537 0
12,331 0

6. Creditors: amounts falling due after more than one year

2025 2024
£ £
Convertible loan notes 145,662 0

There are no amounts included above in respect of which any security has been given by the small entity.

7. Convertible loans

The Company issued convertible loan notes of £80,000 on 19 July 2024 and £70,000 on 10 January 2025. The loan bears no interest.

The net proceeds received from the issue of the convertible loan notes have been split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Company, as follows:

2025
£
Nominal value of convertible loan notes issued 150,000
Equity component (6,459)
Liability components at date of issue 143,541
Interest charged 2,121
Interest paid 0
Liability component at 28 February 2025 145,662

8. Called-up share capital

2025 2024
£ £
Allotted, called-up and fully-paid
20,000 Ordinary shares of £ 0.0001 each 2 2