RAINFOREST BUILDER LTD

Company Registration Number:
14325196 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2024

Period of accounts

Start date: 1 January 2024

End date: 31 December 2024

RAINFOREST BUILDER LTD

Contents of the Financial Statements

for the Period Ended 31 December 2024

Directors report
Balance sheet
Additional notes
Balance sheet notes

RAINFOREST BUILDER LTD

Directors' report period ended 31 December 2024

The directors present their report with the financial statements of the company for the period ended 31 December 2024

Principal activities of the company

The principal activities of the Group are to undertake ecosystem restoration forestry to produce carbon removals and co-products. The principal activities of the Company are project development, scientific research, support services, and to act as a holding company.



Directors

The directors shown below have held office during the whole of the period from
1 January 2024 to 31 December 2024

Maximilian Theodor Nelki Gopfert
 Edward Charles Visger Stephenson
 Benjamin Monk Johnston

The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
2 October 2025

And signed on behalf of the board by:
Name: Edward Charles Visger Stephenson
Status: Director

RAINFOREST BUILDER LTD

Balance sheet

As at 31 December 2024

Notes 2024 16 months to 31 December 2023


£
£
Fixed assets
Tangible assets: 3 42,142 16,113
Investments: 4 3,067,148 1,226,751
Total fixed assets: 3,109,290 1,242,864
Current assets
Debtors: 5 336,574 1,167,584
Cash at bank and in hand: 1,712,110 571,346
Total current assets: 2,048,684 1,738,930
Creditors: amounts falling due within one year: 6 ( 130,609 ) ( 69,794 )
Net current assets (liabilities): 1,918,075 1,669,136
Total assets less current liabilities: 5,027,365 2,912,000
Creditors: amounts falling due after more than one year: 7 ( 4,656,115 ) ( 1,895,930 )
Total net assets (liabilities): 371,250 1,016,070
Capital and reserves
Called up share capital: 3 3
Share premium account: 1,597,999 1,597,999
Other reserves: 253,339
Profit and loss account: (1,480,091 ) (581,932 )
Total Shareholders' funds: 371,250 1,016,070

The notes form part of these financial statements

RAINFOREST BUILDER LTD

Balance sheet statements

For the year ending 31 December 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 chosen not to file a copy of the company's profit and loss account.

This report was approved by the board of directors on 2 October 2025
and signed on behalf of the board by:

Name: Edward Charles Visger Stephenson
Status: Director

The notes form part of these financial statements

RAINFOREST BUILDER LTD

Notes to the Financial Statements

for the Period Ended 31 December 2024

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Financial Reporting Standard 101

    Tangible fixed assets depreciation policy

    Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant, and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives. Depreciation of forest plantations will commence when the assets are available for use, i.e. when the trees are capable of generating carbon credits. Until that point, tree assets are tested annually for impairment in accordance with IAS 36. Property, plant, and equipment are reflected at their cost price. Depreciation is provided for on a straight-line basis, taking into account the residual value and estimated useful lives of the assets as follows: - Forest Plantations and Nursery – underlying land lease term - Plant & Equipment – 3–5 years - Motor Vehicles – 3–5 years - Computer Equipment – 3 years - Office Equipment – 3–5 years

    Other accounting policies

    Other accounting policies disclosed in the financial statements include: Basis of preparation and measurement – historical cost basis; compliance with UK-adopted international accounting standards. Basis of consolidation – treatment of subsidiaries, elimination of intra-group balances/transactions, and segment reporting. Foreign currency translation – translation of foreign currency transactions and balances. Property, plant and equipment – recognition, subsequent expenditure, and depreciation (including treatment of forest plantations). Inventories – valued at the lower of cost and net realisable value. Financial instruments – classification, recognition, measurement at amortised cost, impairment of receivables, and treatment of cash and payables. Leases – recognition of right-of-use assets and lease liabilities, and depreciation of leased assets. Net financing costs – recognition of interest income and expense. Taxation – current and deferred tax accounting. Provisions, contingent liabilities and contingent assets – recognition and measurement criteria. Share-based payments – accounting for equity-settled share option schemes (fair value using Black-Scholes model).

RAINFOREST BUILDER LTD

Notes to the Financial Statements

for the Period Ended 31 December 2024

  • 2. Employees

    2024 16 months to 31 December 2023
    Average number of employees during the period 5 2

    Average number of employees for the Group: 122 (2023:60)

RAINFOREST BUILDER LTD

Notes to the Financial Statements

for the Period Ended 31 December 2024

3. Tangible assets

Land & buildings Plant & machinery Fixtures & fittings Office equipment Motor vehicles Total
Cost £ £ £ £ £ £
At 1 January 2024 16,113 0 16,113
Additions 21,741 14,868 36,609
Disposals
Revaluations
Transfers
At 31 December 2024 37,854 14,868 52,722
Depreciation
At 1 January 2024 0 0 0
Charge for year 9,589 991 10,580
On disposals
Other adjustments
At 31 December 2024 9,589 991 10,580
Net book value
At 31 December 2024 28,265 13,877 42,142
At 31 December 2023 16,113 0 16,113

The primary functional currency of the Group of which the Company is a part is USD, hence primary accounting records in USD have universally been converted at the end-2024 USDGBP exchange rate of 0.799 (whether for 01-Jan-24 or 31-Dec-24).

RAINFOREST BUILDER LTD

Notes to the Financial Statements

for the Period Ended 31 December 2024

4. Fixed assets investments note

The Company holds investments in subsidiaries comprising shares in Rainforest Builder (SL) Limited (US$48) and Rainforest Builder Ghana Limited (US$4,289) together with an equity investment of US$500,000 in Rainforest Builder Ghana Limited. The total carrying value of these investments is US$504,337 (2023: US$504,337). In addition, the Company has loans to subsidiaries of US$2,950,638 to Rainforest Builder Ghana Limited and US$383,759 to Rainforest Builder (SL) Limited (2023: US$414,316 and US$616,705 respectively). The total loan balance is US$3,334,397 (2023: US$1,031,021).

RAINFOREST BUILDER LTD

Notes to the Financial Statements

for the Period Ended 31 December 2024

5. Debtors

2024 16 months to 31 December 2023
£ £
Prepayments and accrued income 294,611 333,169
Other debtors 41,963 834,415
Total 336,574 1,167,584

Prepayments include amounts paid in advance to suppliers for vehicles, nursery equipment, and chemicals. Other receivables include financing receivables and VAT.

RAINFOREST BUILDER LTD

Notes to the Financial Statements

for the Period Ended 31 December 2024

6. Creditors: amounts falling due within one year note

2024 16 months to 31 December 2023
£ £
Trade creditors 56,351 31,321
Taxation and social security 15,778 0
Other creditors 58,480 38,473
Total 130,609 69,794

RAINFOREST BUILDER LTD

Notes to the Financial Statements

for the Period Ended 31 December 2024

7. Creditors: amounts falling due after more than one year note

2024 16 months to 31 December 2023
£ £
Other creditors 4,656,115 1,895,930
Total 4,656,115 1,895,930

'Other creditors' amounts consist of deferred revenue in respect of projects operated by the Company's subsidiaries in Ghana and Sierra Leone. In January 2023, Rainforest Builder Ltd agreed a Project Development Agreement with one of the leading corporate purchasers of carbon credits globally under which it committed to fund 7,000 hectares of forest ecosystem restoration in Ghana, in return for which it will receive the majority of the resulting carbon credits over a thirty-year period. Funding provided by the purchaser is based on an inflation-linked agreed price per hectare, disbursed based on a schedule of agreed milestones through the planting phase of the project (2023-26), plus a pro-rata share of Benefit-Sharing costs. In May 2023, in conjunction with Rainforest Builder Ltd’s primary equity raise, RB Finco Limited agreed a $6 million Project Development Facility Agreement with Aqua Forest Limited (“Aqua Forest”), the lead investor in the primary equity raise, under which Aqua Forest committed to provide flexible funding for early-stage project development and implementation, in exchange for an entitlement to the majority of the carbon credits resulting from land whose planting is funded by such funding. Funds available under the facility are subject to a series of agreed milestones, all of which had been achieved by the date of publication of these accounts.

RAINFOREST BUILDER LTD

Notes to the Financial Statements

for the Period Ended 31 December 2024

8. Loans to directors

Name of director receiving advance or credit: Maximilian Theodor Nelki Gopfert
Description of the transaction:
Unsecured, interest-free advance from Director.
£
Balance at 31 December 2023 4,529
Advances or credits made:
Advances or credits repaid:
Balance at 31 December 2024 4,529
Name of director receiving advance or credit: Edward Charles Visger Stephenson
Description of the transaction:
Unsecured, interest-free advance from Director
£
Balance at 31 December 2023 4,529
Advances or credits made:
Advances or credits repaid:
Balance at 31 December 2024 4,529