REGISTERED NUMBER: 06912622 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

C-Capture Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

IP2IPO Services Limited

Ms A J Freeman

D W A East

REGISTERED OFFICE:

Windsor House

Cornwall Road

Harrogate

West Yorkshire

HG1 2PW

REGISTERED NUMBER:

06912622 (England and Wales)

ACCOUNTANTS:

Atraxa Consulting Limited

Brooke's Mill

Armitage Bridge

Huddersfield

West Yorkshire

HD4 7NR

FIXED ASSETS

Tangible assets

5

483,770

725,100

CURRENT ASSETS

Stocks

14,293

20,341

Debtors

6

407,637

1,223,005

Cash at bank

1,170,659

4,544,744

1,592,589

5,788,090

CREDITORS

Amounts falling due within one year

7

2,662,385

1,216,997

NET CURRENT (LIABILITIES)/ASSETS

(1,069,796

)

4,571,093

TOTAL ASSETS LESS CURRENT LIABILITIES

(586,026

)

5,296,193

CAPITAL AND RESERVES

Called up share capital

10

13

13

Share premium

21,203,856

21,141,712

Retained earnings

(21,789,895

)

(15,845,532

)

(586,026

)

5,296,193

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 6 August 2025 and were signed on its behalf by:

D W A East - Director

1.	STATUTORY INFORMATION

C-Capture 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.	STATEMENT OF COMPLIANCE

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on the going concern basis which assumes that the company will have sufficient financial resources available to enable it to continue to trade for the foreseeable future.

To date, the company has been financed by the issue of equity, grants, joint research income and loans from shareholders. The company has reduced its monthly outgoings; reducing its property footprint and staff headcount and has performed forward looking cash flow forecasts with assumptions around future trading which are not guaranteed. The directors are in the process of finalising a new funding round which they expect will provide sufficient cash resources to enable the company to continue to operate until at least December 2026.

Consequently, the directors believe that it is appropriate for the financial statements to be prepared on the going concern basis.

Significant judgements and estimates

There are no material judgements made by the directors, in the application of these accounting policies that are expected to have a significant effect on the financial statements or any estimates with a significant risk of material adjustment in the next year.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

- Plant and machinery - over 5 years

- Computer equipment - over 3 years

- Fixtures and fittings - over 5 years

- Leasehold improvements - over the term of the lease

The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

Cash and cash equivalents:

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less.

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 income statement in other operating expenses.

Loans:

Loans which are not repayable on demand, are initially recognised at fair value and subsequently measured at amortised cost. The difference between fair value on initial recognition and proceeds received is recognised as income or a capital contribution, dependent upon the parties to the loan. This difference is recognised as imputed interest through the income statement using the effective interest method.

Convertible loan notes

The conversion feature of the convertible loan notes issued by the Company is not to a fixed number of shares. Accordingly, the convertible loan notes are complex financial instruments that are required to be measured at fair value, with gains and losses recognised in the income statement.

Taxation

Taxation for the period 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 tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences which are differences between taxable profits and total comprehensive income that 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, except that unrelieved tax losses and other deferred tax assets are recognised only to the extent that the directors consider that it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Research and development

Research and development expenditure is written off as incurred, except that development expenditure incurred on an individual project is capitalised as an intangible asset when the company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the asset and the ability to measure reliably the expenditure during development.

Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised on a straight-line basis over the period of expected economic benefit. During the period of development the asset is tested for impairment annually.

Foreign currencies

Transactions in foreign currencies are initially recorded in the company's functional currency by applying the spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are taken to the income statement.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based payments

Certain employees and consultants (including Directors and senior executives) of the Company receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments of the Company ("equity-settled transactions").

The cost of equity-settled transactions with employees is measured by the Company, by reference to the fair value at the date on which they are granted. The fair value is determined by using an appropriate pricing model. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period with a corresponding credit arising in the profit and loss reserve.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 48 (2023 - 38 ) .

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

1,500,944

Additions

24,388

At 31 December 2024

1,525,332

DEPRECIATION

At 1 January 2024

775,844

Charge for year

265,718

At 31 December 2024

1,041,562

NET BOOK VALUE

At 31 December 2024

483,770

At 31 December 2023

725,100

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

88,746

-

Other debtors

318,891

1,223,005

407,637

1,223,005

Included within other debtors is an amount of £60,440 which comprise loans to two of the company's directors in respect of unpaid consideration for restricted Ordinary Shares that were issued to them in January 2024. There are no fixed dates for the repayment of these loans.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

158,068

51,176

Taxation and social security

86,623

-

Other creditors

2,417,694

1,165,821

2,662,385

1,216,997

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

96,079

115,054

Between one and five years

2,149

109,867

98,228

224,921

The company leased a number of premises during the year. The property leases were entered into on 1 December 2023 and each has a 2 year term ending 30 November 2025. Subsequent to the year end the company has negotiated early exit from its property leases.

9.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

£

£

Other loans

1,125,000

-

Included within other creditors is a loan of £1,125,000. The loan is secured with registered fixed and floating charges on the company's assets (including the company's intellectual property portfolio).The loan is repayable in August 2025 or such later date agreed by the lender, or upon a change of control or a sale of substantially all of the Intellectual Property or assets of the company. The loan is interest free but attracts a redemption fee of 30% of the principal, to be settled when the loans are repaid. At the time of approval of these financial statements the directors are in advanced negotiations with the lenders to ensure that the loan will not be called for repayment until the earlier of a qualifying finance round or mid 2027.

10.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number

Class

Nominal

2024

2023

Value

£

£

2,169,910 (2023: 1,657,255)

Ordinary

0.0001p

2

2

3,248,000 (2023: 3,248,000)

A1 Preferred

0.0001p

3

3

8,189,921 (2023: 8,189,921)

A2 Preferred

0.0001p

8

8

95,000 (2023: 95,000)

A1-B Preferred

0.00001p

-

-

13

13

On various dates during the period, 17,655 Ordinary Shares were issued upon the exercise of share options.

On 1 January 2024, 495,000 Ordinary Shares were issued at a price of £0.1221 each for total consideration of £60,440. These shares were unpaid at 31 December 2024 and the consideration of £60,440 is included within debtors.

The shares have the following class rights:

All classes of shares have the right to one vote per share and full rights to dividends. On a distribution of assets on a liquidation, return of capital or a share sale, the surplus assets will be applied:

i) first in paying to each of the holders of deferred shares a total of £1.00 for all of the issued deferred shares;

(ii) second, in paying to each A Preferred shareholder an amount equivalent to the aggregate amount paid up on each A1 Preferred Share, A1-B Preferred Share and A2 Preferred Share held by them, together with a sum equal to any arrears and accruals of dividend on such A Preferred Shares calculated down to but not including the date of the return of capital.

If there is a shortfall of assets and/or funds remaining, distribution shall be distributed to the A Preferred Shareholders pro-rata to their respective shareholdings. The holder of A2 Preferred Shares may convert all of that holders A2 Preferred Shares into Ordinary Shares. There are no rights of redemption.

11.	RELATED PARTY DISCLOSURES

The Company has a contract for the delivery of services with an undertaking related to one of its shareholders, BP Technology Ventures Limited. The value of services to be delivered to the Company under the contract is a maximum of $1,000,000, which may be cash or equity settled, at the Company's option. The cumulative value of services delivered under the contract as at 31 December 2024 was £705,470 (2023: £578,000).

The Company leased some test site premises for a peppercorn rent from an undertaking related to one of its shareholders, Drax Research and Innovation Holdco Limited.

Included within other debtors is an amount of £60,440 which comprise loans to two of the company's directors in respect of unpaid consideration for restricted Ordinary Shares that were issued to them in January 2024. There are no fixed dates for the repayment of these loans.

12.	SHARE-BASED PAYMENT TRANSACTIONS

Share options

The company operates an EMI and an unapproved share option plan under which it grants options over ordinary shares to certain directors and employees of the company. Options under these plans are exercisable at the market price of the company's shares on the date of the grant. The options are settled in equity once exercised. If the options remain unexercised for a period after 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the company before the options vest and the employee (or non-employee in the case of participation in the unapproved option plan) is not deemed to be a good leaver.

The number and weighted average exercise prices of share options are as follows:

Weighted

average

exercise

EMI

Unapproved

Total

price per

options

options

options

share (£

)

At 1 August 2022

650,600

254,000

904,600

0.10

Granted during the year

637,102

-

637,102

0.11

Exercised during the year

(129,255

)

(45,000

)

(174,255

)

0.10

Cancelled/forfeited during the year

(125,480

)

(209,000

)

(334,480

)

0.11

At 31 December 2023

1,032,967

-

1,032,967

0.11

Granted during the period

174,583

-

174,583

0.11

Exercised during the period

(17,655

)

-

(17,655

)

0.10

Cancelled/forfeited during the period

(57,876

)

-

(57,876

)

0.11

At 31 December 2024

1,132,019

-

1,133,019

0.11

Options have a range of exercise prices from 8.25p per share to 11.10p per share.

Option values were calculated using a Black-Scholes pricing model with the following assumptions:

Options

granted

Dividend yield

0%

Expected volatility

40%

Option maturity period

10 years

Risk free interest rate

4.10%

Weighted average exercise price of a share

11.10p

A share-based payment charge of £12,215 (2023: £4,722) has been recognised in these financial statements in respect of these options.