CARBON VALUE EXCHANGE LTD

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31ST MARCH 2026

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Accountants' Report

9

DIRECTORS:

N Hughes

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)

ACCOUNTANTS:

HW Bedford Limited

Trading as Haines Watts

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

FIXED ASSETS

Intangible assets

4

190,625

265,625

Tangible assets

5

980

1,469

191,605

267,094

CURRENT ASSETS

Debtors

6

51,594

202,216

Cash at bank

136,053

1,848,957

187,647

2,051,173

CREDITORS

Amounts falling due within one year

7

6,268

1,132,884

NET CURRENT ASSETS

181,379

918,289

TOTAL ASSETS LESS CURRENT LIABILITIES

372,984

1,185,383

CAPITAL AND RESERVES

Called up share capital

8

100

100

Advanced Subscription Funds

5,272,511

5,272,511

Retained earnings

(4,899,627

)

(4,087,228

)

SHAREHOLDERS' FUNDS

372,984

1,185,383

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31st March 2026.

The members have not required the company to obtain an audit of its financial statements for the year ended 31st March 2026 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 Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 14th July 2026 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 25% 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.

To date, the Company has incurred losses and has been dependent on obtaining additional funding to support its operations. The Directors have continued discussions with potential investors and financiers regarding the provision of additional capital; however, at the date of approval of these financial statements, no binding funding agreements have been concluded. Accordingly, there remains uncertainty regarding the timing and outcome of securing additional funding.

In response to these circumstances, the Company previously implemented a number of strategic and operational measures to preserve cash resources and maintain liquidity. These measures included significant reductions in operating expenditure, the termination of a number of consultancy arrangements, workforce reductions, the deferral or cessation of non-essential activities, and the continued review of staffing requirements and other overhead costs. The Company has also continued to engage with existing and potential stakeholders regarding future funding opportunities.

The Directors have prepared detailed cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. The forecasts incorporate the impact of the cost-saving measures already implemented, together with the Directors' assumptions regarding future funding and the ongoing support available from the parent company. The parent company has indicated its intention to provide financial support to the Company as required for the foreseeable future.

Whilst the Directors consider that the actions taken to reduce the Company's cost base, together with the anticipated support from the parent company, provide a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future, the successful continuation of the business remains dependent upon the availability of sufficient funding. As no funding arrangements have been secured at the date of approval of these financial statements, a material uncertainty exists that may cast significant doubt upon the Company's ability to continue as a going concern.

Nevertheless, after considering the cash flow forecasts, the cost reduction measures implemented, and the anticipated support from the parent company, the Directors have a reasonable expectation that the Company will be able to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.

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 (2025 - 1 ) .

4.	INTANGIBLE FIXED ASSETS

Licences

£

COST

At 1st April 2025

and 31st March 2026

375,000

AMORTISATION

At 1st April 2025

109,375

Amortisation for year

75,000

At 31st March 2026

184,375

NET BOOK VALUE

At 31st March 2026

190,625

At 31st March 2025

265,625

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1st April 2025

and 31st March 2026

1,959

DEPRECIATION

At 1st April 2025

490

Charge for year

489

At 31st March 2026

979

NET BOOK VALUE

At 31st March 2026

980

At 31st March 2025

1,469

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/3/26

31/3/25

£

£

RDEC debtor

46,514

104,828

VAT

2,578

93,867

Prepayments

2,502

3,521

51,594

202,216

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/3/26

31/3/25

£

£

Trade creditors

-

22,703

Amounts owed to group undertakings

3,179

348,120

Social security and other taxes

-

2,897

Other creditors

1,785

2,844

Accruals and deferred income

1,304

756,320

6,268

1,132,884

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/3/26

31/3/25

value:

£

£

100

Ordinary

1

100

100

9.	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.

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Statement of Comprehensive Income and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Carbon Value Exchange Ltd for the year ended 31st March 2026 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Carbon Value Exchange Ltd, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Carbon Value Exchange Ltd and state those matters that we have agreed to state to the Board of Directors of Carbon Value Exchange Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Carbon Value Exchange Ltd and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Carbon Value Exchange Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Carbon Value Exchange Ltd. You consider that Carbon Value Exchange Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Carbon Value Exchange Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

HW Bedford Limited

Trading as Haines Watts

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

14th July 2026