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Registered number: 02154216






Linley Limited


ACCOUNTS

FOR THE YEAR ENDED 31/12/2024


ACCOUNTS
FOR THE YEAR ENDED 31/12/2024





DIRECTORS
Aurelien Rowland
Sumarmarl Simargool



SECRETARY
vacant


REGISTERED OFFICE
86 Jermyn Street
London
SW1Y 6JD


COMPANY DETAILS
Private company limited by shares registered in EW - England and Wales, registered number 02154216


ACCOUNTS
FOR THEYEARENDED31/12/2024



CONTENTS



		Page

Directors' Report		-

Statement Of Comprehensive Income		-

Balance Sheet		3

Notes To The Accounts		4


The following do not form part of the statutory financial statements:

Trading And Profit And Loss Account		-

Profit And Loss Account Summaries		-


BALANCE SHEET AT 31/12/2024

			2024		2023
	Notes		£		£

FIXED ASSETS

CURRENT ASSETS
CREDITORS: Amounts falling due within one year	4	29,745,660		29,755,586
NET CURRENT LIABILITIES			(29,745,660)		(29,755,586)
TOTAL ASSETS LESS CURRENT LIABILITIES			(29,745,660)		(29,755,586)

CAPITAL AND RESERVES

Called up share capital	5		100		100
Profit and loss account			(29,745,760)		(29,755,686)
SHAREHOLDERS' FUNDS			(29,745,660)		(29,755,586)

For the year ending 31/12/2024 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors have decided not to deliver to the registrar a copy of the company's profit and loss account.

Approved by the board on 29/09/2025 and signed on their behalf by



.............................
Aurelien Rowland
Director




2. EMPLOYEES

	2024	2023
	No.	No.
Average number of employees	-	-
The Company did not employ any personnel during the period 2024 and 2023.




1a. Basis Of Accounting
The accounts have been prepared under the historical cost convention.
The accounts have been prepared in accordance with FRS102 - The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006 .




1b. Investments
Fixed asset investments are shown at cost less amounts written off.
Provisions are made for permanent fluctuations in value.




3. FINANCIAL ASSETS




Cost


Amortisation


Net Book Amounts


The Company invested $1.25m in convertible loan notes in a private company, Mode Global Ltd (nee R8 Limited) in 2019. The loan notes converted into shares at IPO on 5 October 2020, with the majority of the shares sold during 2021. The Compny subscribed to a further £500,000 of unsecured convertible loan notes in the same company which after IPO became Mode Global Holdings PLC ("Mode") in 2022. The Company converted £194,056 of loan notes into 4.6m equity shares during the period. The value of the convertible loan notes as at 31 December 2022 totals £305,944 and accrued interest totals £18.4k.
The Company acquired 1m in shares in Mode in November 2022 and revalued its entire holding of 2.9m shares to reflect their realisable value at year end 2022. The Company disposed of its entire holding of 2.9m shares in early 2023. Mode went into liquidation in April 2023 and changed its name in September 2023 to R8 Capital Investments plc. The residual value of the loan notes and accrued interest due to the Company written off in the period 2023 as a result of that. No movement has been recorded in 2024.
In May 2025 R8 Capital Investments plc approached the Company with a proposal for a share exchange, which Linley Ltd agreed to and received 37,346,716 x £0.01 ordinary shares in VVV Resources Limited for its CLN's in R8 Capital Investments plc. The value of the investment will be carried at zero value until signs of potential benefit to the Company.




4. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
	2024	2023
	£	£
Accruals	35,387	45,363
Amounts due to group companies	29,710,273	29,710,223
	29,745,660	29,755,586




5. SHARE CAPITAL	2024	2023
	£	£
Allotted, issued and fully paid:
100 Ordinary shares of £1 each	100	100
	100	100




6. CONTROLLING PARTY
As at 31 December 2024 the Company is a subsidiary of Carbrooke Limited which is incorporated in England and Wales. Copies of the financial statements of Carbrooke Limited can be obtained from its registered office at 86 Jermyn Street, London, SW1Y 6JD.




8. POST BALANCE SHEET EVENTS
In May 2025 R8 Capital Investments plc approached the Company with a proposal for a share exchange, which Linley Ltd agreed to and received 37,346,716 x £0.01 ordinary shares in VVV Resources Limited for its CLN's in R8 Capital Investments plc. The value of the investment will be carried at zero value until signs of potential benefit to the Company.




9. GOING CONCERN
The directors are not aware of any reason why the overdraft facility should not be extended by group company facilities. As a result these accounts have been prepared on a going concern basis of accounting.