CARBON VALUE EXCHANGE LTD

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31ST MARCH 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

N Hughes

C L Maddox

J M Ridley

A R Darge

SECRETARY:

Bird & Bird Company Secretaries Limited

REGISTERED OFFICE:

12 New Fetter Lane

London

EC4A 1JP

REGISTERED NUMBER:

13847870 (England and Wales)

AUDITORS:

HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

FIXED ASSETS

Intangible assets

4

265,625

340,625

Tangible assets

5

1,469

-

267,094

340,625

CURRENT ASSETS

Debtors

6

202,216

140,378

Cash at bank

1,848,957

1,266,167

2,051,173

1,406,545

CREDITORS

Amounts falling due within one year

7

1,132,884

435,784

NET CURRENT ASSETS

918,289

970,761

TOTAL ASSETS LESS CURRENT LIABILITIES

1,185,383

1,311,386

CAPITAL AND RESERVES

Called up share capital

8

100

100

Advanced Subscription Funds

5,272,511

2,911,988

Retained earnings

(4,087,228

)

(1,600,702

)

SHAREHOLDERS' FUNDS

1,185,383

1,311,386

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 Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 24th December 2025 and were signed on its behalf by:

N Hughes - Director

1.	STATUTORY INFORMATION

Carbon Value Exchange Ltd 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

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

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

The timing of the release of deferred income and subsequent recognition of grant income is considered to be a key estimate, and is expected to be in line with the contractually agreed- upon grant costs incurred.

Licences

A licence has been granted for intellectual property rights on a perpetual basis. The amount being paid however is being amortised evenly over an estimated useful live of 5 years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical costs includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:

Computer equipment 20% straight line

Taxation

Taxation for the year 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 or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less and bank overdrafts. Cash in transit is treated as cash and cash equivalents on transaction date.

Trade payables

Trade payables are recognised at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity.

Advanced subscription fund

Three investors have provided Advanced Subscription Funds into the company. These funds will automatically convert to Advanced Subscription Shares if certain events are triggered, including; a next financing round, an exit, a written election of the subscriber in the event of a material breach, an insolvency or by a longstop date (being 36 months from the agreement signed in October 2023).

Going concern

The financial statements have been prepared in accordance with the provisions of FRS 102 Section 1A 'Small Entities' however, the Directors have elected to include additional disclosures encouraged by the standard in order to ensure the financial statements presents a true and fair view. The Directors have conducted a comprehensive review of the company's financial position and its ability to continue as a going concern, in accordance with the principles set out in UK GAAP (FRS102, Section 3.8 and 3.9). This assessment has considered the Company's operations, cash flows, liquidity, and broader funding arrangements within the context of the business environment in which it operates.

During and post the year end, the Directors have been actively engaged in discussions with potential investors and financiers with the objective of obtaining additional capital; however, at the date of approval of these financial statements, no definitive agreements have been concluded and hence there remains material uncertainty regarding the timing and outcome of securing additional capital. While the Directors remain confident in the company's prospects and are committed to pursuing all viable financing options, the absence of secured funding at the date of approval of these financial statements, indicates that a material uncertainty exists which may cast significant doubt on the Company's ability to continue as a going concern.

However, post the year end, with no clear sight of securing additional funding on a sufficiently timely basis, the company embarked on several immediate strategic and operational changes to ensure the company remains liquid and solvent:

- Management and administrative overhaul: achieved cost savings through the reduction of previous management and technical service charges from the parent company, and the issuance of notice of termination of agreements maintained with consultants and employees.

- Operational activities: halting all non- critical operational activities until such time that the company secures additional funding.

- Financing activities: continuing to actively seek to secure funding for the company and further engagement with relevant stakeholders.

The Directors are confident that these measures have positioned the company on a path to continue as a going concern. The impacts of these initiatives have materialised with reduced costs contributing to the ongoing financial stability of the company, whilst the efforts to secure additional funding continue.

In assessing the company's ability to continue as a going concern, the Directors have prepared cash flow forecasts for a period of not less than twelve months from the date of signing these accounts. The forecasts take into account the company's current financial position, and the expected impact of the strategic and operational measures implemented. Furthermore, the parent company is committed to providing support to the company as required.

Based on these forecasts, the commitment to provide support from the parent company, and current financial indicators, the Directors believe that a material uncertainty exists, but that the company has adequate resources to continue in operational existence for the foreseeable future.

Accordingly, the financial statements have been prepared on a going concern basis, reflecting the Directors' belief that the company will continue to meet its liabilities as they fall due.

On this basis, the Directors of the company believe it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2024 - 1 ) .

4.	INTANGIBLE FIXED ASSETS

Licences

£

COST

At 1st April 2024

and 31st March 2025

375,000

AMORTISATION

At 1st April 2024

34,375

Amortisation for year

75,000

At 31st March 2025

109,375

NET BOOK VALUE

At 31st March 2025

265,625

At 31st March 2024

340,625

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

Additions

1,959

At 31st March 2025

1,959

DEPRECIATION

Charge for year

490

At 31st March 2025

490

NET BOOK VALUE

At 31st March 2025

1,469

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

SME R&D tax credit

-

41,159

RDEC debtor

104,828

-

VAT

93,867

94,506

Prepayments

3,521

4,713

202,216

140,378

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

22,702

82,276

Amounts owed to group undertakings

348,120

255,615

Social security and other taxes

2,897

827

Other creditors

2,845

1,913

Accruals and deferred income

756,320

95,153

1,132,884

435,784

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

1

100

100

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Alberto Di Lorenzo FCA (Senior Statutory Auditor)

for and on behalf of HW Bedford Limited

Material uncertainty related to going concern

We draw attention to Note 2 in the financial statements, which indicates that the company incurred a net loss of £2,461,937 during the year ended 31 March 2025. As stated in Note 2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

10.	POST BALANCE SHEET EVENTS

On 2 October 2025, the company received a notice of termination of the grant agreements dated 7 March and 11 March 2025. The agreements were previously entered to provide advance financing to support the company's project for the monetisation of carbon reduction and removal activities. Accordingly, the grantors requested immediate ceasing of all activities funded under the agreements together with the return of any unspent and uncommitted portions of the agreements to the value of £218,182 and £44,018 respectively. The unspent funds, including any accrued interest, was to be returned within 15 days of the notice period received.

11.	ULTIMATE CONTROLLING PARTY

The parent company is 4RDigital Limited, a company registered in England.

The ultimate controlling party is Mr N Hughes by virtue of his controlling interest in 4RDigital Limited.

12.	COMPARATIVE FIGURES

The comparative figures are not comparable with the current year under review as they represent an extended 14-month period of operations.