Supercritical Tech Ltd

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Accountant's Report	1
Balance Sheet	2—3
Notes to the Financial Statements	4—8

Report to the directors on the preparation of the unaudited statutory accounts of Supercritical Tech Ltd For The Year Ended 31 December 2025

To assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of Supercritical Tech Ltd which comprise the Profit and Loss Account, the Balance Sheet and the related notes, from the company’s accounting records and from information and explanations you have given us.

As a practising member of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at http://www.accaglobal.com/en/member/professional-standards/rules-standards/acca-rulebook.html.

This report is made to the directors of Supercritical Tech Ltd , as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the accounts of Supercritical Tech Ltd and state those matters that we have agreed to state to the directors of Supercritical Tech Ltd , as a body, in this report in accordance with the Association of Chartered Certified Accountants as detailed at http://www.accaglobal.com/content/dam/ACCA_Global/Technical/fact/technical-factsheet-163.pdf. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Supercritical Tech Ltd and its directors as a body for our work or for this report.

It is your duty to ensure that Supercritical Tech Ltd has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and profit or loss of Supercritical Tech Ltd . You consider that Supercritical Tech 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 accounts of Supercritical Tech 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 financial statements.

Robert Fiford FCCA

03/08/2026

dines Accountancy Limited

ACCA

Edinburgh House

170 Kennington Lane

London

SE11 5DP

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Supercritical Tech Ltd

Balance Sheet

As At 31 December 2025

Balance Sheet

Registered number: 13162692

		2025		2024 as restated
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	5		19,834		23,270

			19,834		23,270
CURRENT ASSETS
Stocks	6	339,944		833,075
Debtors	7	5,666,216		1,744,732
Cash at bank and in hand		4,417,978		6,967,456

		10,424,138		9,545,263
Creditors: Amounts Falling Due Within One Year	8	(8,367,027 )		(4,432,816 )

NET CURRENT ASSETS (LIABILITIES)			2,057,111		5,112,447

TOTAL ASSETS LESS CURRENT LIABILITIES			2,076,945		5,135,717

NET ASSETS			2,076,945		5,135,717

CAPITAL AND RESERVES
Called up share capital	9		185		185
Share premium account			11,378,120		11,378,120
Fair value reserve			35,766		33,749
Profit and Loss Account			(9,337,126 )		(6,276,337 )

SHAREHOLDERS' FUNDS			2,076,945		5,135,717

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Supercritical Tech Ltd

Balance Sheet (continued)

As At 31 December 2025

For the year ending 31 December 2025 the company was entitled to exemption from audit 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 company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

On behalf of the board

Ms S You

Director

03/08/2026

The notes on pages 4 to 8 form part of these financial statements.

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Supercritical Tech Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2025

Notes to the Financial Statements

1. General Information

Supercritical Tech Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 13162692 . The registered office is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

As set out in the Prior Period Adjustment note, the Company has changed its accounting policy for the recognition of revenue and cost of sales on carbon removal credits. Under the revised policy, revenue from carbon removal credit sales and the related cost of sales are recognised on delivery to the customer rather than on signing the customer contract. Delivery of credits to the customer includes the following situations: a. the company delivers the credits to the customer's registry accounts, b. the company retires the credits from its own registry account on behalf of the customer, or c. at the point when the credits are contracted for delivery to the customer, they are safely in the company's registry accounts, but the customer asks the company to hold the credits until the customer requests retirement at a later date.

In assessing the appropriateness of the going concern basis, the directors have considered the Company's cash position, contracted future revenue, and the level of support available from shareholders. Total shareholders' funds remain positive and the Company holds cash balances which the directors consider sufficient to meet operating costs and contractual delivery obligations for a period of at least twelve months from the date of approval of these financial statements.

The deferred income recognised on the balance sheet represents amounts invoiced, and part collected in cash, in respect of credits which have been contracted with customers but which had not yet been delivered or retired at the balance sheet date. This balance will be released to revenue in future periods as the credits are delivered or retired, with the matching cost of sale recognised at the same point. The cost of fulfilling these contracts is substantially covered by stocks held in the Company's registry accounts and prepayments to suppliers at the balance sheet date.

The directors have also received confirmation from the Company's shareholders of their continued support for the Company's business plan.

On the basis of the matters set out above, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

2.3. Turnover

Turnover represents amounts receivable for carbon removal credits and related services supplied to customers in the ordinary course of business, stated net of value added tax and any discounts.

The Company contracts with customers to source and deliver specified volumes of carbon removal credits (CRUs). Under these contracts the Company sources credits from project developers, performs vetting and portfolio development work, and arranges delivery to the customer's registry account or retirement of the credits on the customer's behalf. The Company acts as principal in these transactions. The total contract consideration, comprising both the cost of the credits and the Company's commission, is treated as a single revenue stream because the Company's services and the supply of credits are not always separately priced in the contract and the Company cannot always invoice for its services without delivering credits.

Revenue is recognised at the following points; a. the company delivers the credits to the customer's registry accounts, b. the company retires the credits from its own registry account on behalf of the customer, or c. at the point when the credits are contracted for delivery to the customer, they are safely in the company's registry accounts, but the customer asks the company to hold the credits until the customer requests retirement at a later date. At these points, the company has satisfied its performance obligations and control of the credits passes to the customer. No revenue is recognised before this point because the volume of credits ultimately delivered, and therefore the final amount invoiced, remains uncertain.

Where a contract separately identifies and prices the Company's services from the supply of the credits themselves, and there is no significant uncertainty over recovery of the service fee, revenue attributable to the service element is recognised by reference to the stage of completion of the relevant work.

Amounts invoiced or received in advance of delivery are carried as deferred income.

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Supercritical Tech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Fixtures & Fittings	20% Straight Line
Computer Equipment	33% Straight Line

2.5. Stocks and Work in Progress

Stocks comprise carbon removal credits held for resale in the ordinary course of business. Credits are recognised in stock when delivered into one of the Company's registry accounts and are derecognised upon recognition of the sale to a customer, at which point they are charged to cost of sales.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises the purchase price paid to the project developer together with directly attributable verification, registration and transfer fees. Discounts obtained through prepayments or early purchase commitments are deducted in arriving at cost.

Where the net realisable value of credits held is below carrying value at the balance sheet date, stocks are written down to net realisable value and the write down is recognised in cost of sales in the period.

Prepayments made to suppliers in advance of credits being delivered to the Company's registry account are recognised within debtors and not within stocks.

2.6. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.7. Share based payments

The company operates an approved Enterprise Management Incentives scheme ("EMI”) and an unapproved scheme. The purpose of these plans is to incentivise and remunerate the company’s employees. These schemes meet the definition of equity settled share-based payment schemes.

Estimating fair value for share-based compensation transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share awards, volatility and dividend yield and making assumptions about them. The Company measures the fair value of equity-settled transactions with employees at the grant date using a Black-Scholes Model.

The fair value of the awards is recognised as an expense in the Profit and Loss Account over the vesting period. The cumulative expense at each reporting date is based on the total number of awards that are expected to vest, taking into account the service conditions and any non-market performance conditions such that the total cumulative amount recognised as an expense over the vesting period is based on the number of options that eventually vest. The Company has to estimate the expected yearly percentage of employees that will stay within the Company at the end of the vesting period of the share awards in order to determine the amount of share-based compensation expense charged to the Profit and Loss Account.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 24 (2024: 21)

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Supercritical Tech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

4. Prior Period Adjustment

During the year the Company changed its accounting policies for the recognition of revenue and cost of sales on carbon removal credits, and for the recognition and measurement of stocks of carbon credits.

Under the previous policy, revenue and the related cost of sales were recognised at the point at which the customer contract was signed, on the basis that the Company's work was considered substantially fulfilled at that point. Carbon credits were recognised in stocks from the date of order from the supplier and were derecognised on the date the customer placed their order, irrespective of whether the underlying credits had been delivered into or out of the Company's registry accounts.

Under the revised policy, revenue from carbon removal credit sales and the related cost of sales are recognised on delivery to the customer rather than on signing the customer contract. Delivery of credits to the customer includes the following situations: a. the company delivers the credits to the customer's registry accounts, b. the company retires the credits from its own registry account on behalf of the customer, or c. at the point when the credits are contracted for delivery to the customer, they are safely in the company's registry accounts, but the customer asks the company to hold the credits until the customer requests retirement at a later date.

Credits are recognised in stock when delivered into one of the Company's registry accounts and are derecognised upon recognising the sale to a customer, at which point they are charged to cost of sales.

The directors consider that the revised policies provide reliable and more relevant information about the Company's financial performance and position because they more faithfully reflect the transfer of the credits to the customer and the period in which the Company's obligations are discharged, and align the carrying value of stocks with the credits actually held in the Company's registry accounts at the balance sheet date.

The change has been applied retrospectively in accordance with Section 10 of FRS 102. The comparative figures for the year ended 31 December 2024 have been restated, and opening reserves at 1 January 2024 have been adjusted to reflect the cumulative effect on all periods prior to that date.

The effect on the comparative period and on opening reserves is set out below:

Effect on the balance sheet as at 31 December 2024:

	As previously reported £	Adjustment £	As restated £
Stocks	844,938	(11,863)	833,075
Accrued Income (within debtors)	1,085,385	(1,051,300)	34,085
Prepayments (within debtors)	0	1,035,650	1,035,650
Accruals (within creditors)	2,160,971	(1,742,730)	418,241
Deferred income (within creditors)	0	2,246,108	2,246,108
Net assets	5,666,609	(530,892)	5,135,717
Retained earnings	(5,745,445)	(530,892)	(6,276,337)

Effect on opening reserves at 1 January 2024:

The cumulative effect of the change on periods prior to 1 January 2024 is a decrease in retained earnings of £617,069, comprising a decrease in net assets attributable to the deferral of previously recognised revenue and cost of sales on carbon credits not delivered or retired at that date.

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Supercritical Tech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Tangible Assets

	Fixtures & Fittings	Computer Equipment	Total
	£	£	£
Cost
As at 1 January 2025	2,810	42,839	45,649
Additions	988	10,934	11,922
Disposals	-	(2,286 )	(2,286 )

As at 31 December 2025	3,798	51,487	55,285

Depreciation
As at 1 January 2025	1,157	21,222	22,379
Provided during the period	656	14,702	15,358
Disposals	-	(2,286 )	(2,286 )

As at 31 December 2025	1,813	33,638	35,451

Net Book Value
As at 31 December 2025	1,985	17,849	19,834

As at 1 January 2025	1,653	21,617	23,270

6. Stocks

	2025	2024 as restated
	£	£
Inventory: carbon offsets	339,944	833,075

7. Debtors

	2025	2024 as restated
	£	£
Due within one year
Trade debtors	3,853,270	601,776
Other debtors	1,812,946	1,142,956

	5,666,216	1,744,732

8. Creditors: Amounts Falling Due Within One Year

	2025	2024 as restated
	£	£
Trade creditors	1,702,211	165,970
Other taxes and social security	120,186	118,588
VAT	397,842	215,839
Other creditors	17,279	18,070
Convertible loans	1,250,000	1,250,000
Accruals and deferred income	4,879,509	2,664,349

	8,367,027	4,432,816

Convertible Loans

The convertible loans are loans from company shareholders that have the potential to be converted into company equity at a point in the future. They do not accrue additional interest over time.

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Supercritical Tech Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

9. Share Capital

	2025	2024 as restated
	£	£
Allotted, Called up and fully paid	185	185

10. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as follows:

	2025	2024 as restated
	£	£
Not later than one year	54,300	50,370

	54,300	50,370

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