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Registration number: 11302215

Green Edge Cloud Ltd

Unaudited Filleted Financial Statements

for the Year Ended 31 March 2026

 

Green Edge Cloud Ltd

Contents

Company Information

1

Balance Sheet

2 to 3

Notes to the Unaudited Financial Statements

4 to 15

 

Green Edge Cloud Ltd

Company Information

Directors

Michael Wellesley-Wesley

Anthony Leopold Monckton

Mariza Wellesley-Wesley

Registered office

80-83 Long Lane
London
United Kingdom
EC1A 9ET

Accountants

Carbon Accountancy Limited
Chartered Accountants80-83 Long Lane
London
EC1A 9ET

 

Green Edge Cloud Ltd

(Registration number: 11302215)
Balance Sheet as at 31 March 2026

Note

2026
£

2025
£

Fixed assets

 

Investments

6

29,424

29,424

Other financial assets

7

122,333

122,333

 

151,757

151,757

Current assets

 

Stocks

8

423,180

423,180

Debtors

9

29,565

-

Investments

10

1,215,700

1,349,916

Cash at bank and in hand

 

3,181

105,873

 

1,671,626

1,878,969

Creditors: Amounts falling due within one year

11

(529,440)

(656,080)

Net current assets

 

1,142,186

1,222,889

Total assets less current liabilities

 

1,293,943

1,374,646

Creditors: Amounts falling due after more than one year

11

(1,301,731)

(1,267,492)

Net (liabilities)/assets

 

(7,788)

107,154

Capital and reserves

 

Called up share capital

12

7,147

7,147

Share premium reserve

3,468,812

3,468,812

Retained earnings

(3,483,747)

(3,368,805)

Shareholders' (deficit)/funds

 

(7,788)

107,154

For the financial year ending 31 March 2026 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

•

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

•

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

 

Green Edge Cloud Ltd

(Registration number: 11302215)
Balance Sheet as at 31 March 2026

Approved and authorised by the Board on 5 October 2026 and signed on its behalf by:
 

.....................................
Michael Wellesley-Wesley
Director

   
     
 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
80-83 Long Lane
London
EC1A 9ET
United Kingdom

These financial statements were authorised for issue by the Board on 5 October 2026.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

The company made a loss of £114,942 for the year and had net liabilities of £7,788 at 31 March 2026. The convertible loan notes of £1,301,731 are not repayable until 31 May 2028, following the extension approved by the noteholders on 29 May 2025. The company's overheads are now low and are met by the management charge to its subsidiary, Zonaris Ltd. The directors, to whom accrued consultancy fees of £397,000 are due, have confirmed that they will not call for payment until the company has sufficient funds. On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

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

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Plant and machinery

Straight line - from 3 to 10 years.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

Intangible assets

Intangible assets are stated in the balance sheet at cost, less any subsequent accumulated amortization and accumulated impairment losses.
The cost of intangible assets includes directly attributable incremental costs incurred in their acquisition and development.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Website

Straight line -25%

Investments
Investments include holdings of ThreeFold (TFT) tokens, which are held as current asset investments. The tokens are stated at the directors’ estimate of their realisable value at the balance sheet date. Movements in the carrying value, and the results of transactions settled in tokens, are recognised in the profit and loss account. Tokens held by the company on behalf of investors are not recognised in the balance sheet.

Investments by parent company in its subsidiary are stated at cost less any impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

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

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

Financial instruments

Classification
The company only enters into basic financial transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non -puttable ordinary shares.
 Recognition and measurement
Debt instruments (other than those wholly repayable or receivable within one year) including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method
 Impairment
Financial assets that are measured at the cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in Statement of Comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset’s carrying amount and the net present value of estimated cash flow discounted at the assets’ original effective rate.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2025 - 1).

4

Intangible assets

Internally generated software development costs
 £

Total
£

Cost or valuation

At 1 April 2025

12,215

12,215

At 31 March 2026

12,215

12,215

Amortisation

At 1 April 2025

12,215

12,215

At 31 March 2026

12,215

12,215

Carrying amount

At 31 March 2026

-

-

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

5

Tangible assets

Furniture, fittings and equipment
 £

Other tangible assets
£

Total
£

Cost or valuation

At 1 April 2025

10,674

1,426,263

1,436,937

Disposals

-

(1,426,263)

(1,426,263)

At 31 March 2026

10,674

-

10,674

Depreciation

At 1 April 2025

10,674

1,426,263

1,436,937

Eliminated on disposal

-

(1,426,263)

(1,426,263)

At 31 March 2026

10,674

-

10,674

Carrying amount

At 31 March 2026

-

-

-

6

Investments

2026
£

2025
£

Investments in subsidiaries

29,424

29,424

Subsidiaries

£

Cost or valuation

At 1 April 2025

29,424

Provision

Carrying amount

At 31 March 2026

29,424

At 31 March 2025

29,424

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2026

2025

Subsidiary undertakings

Green Edge Cloud Austria GmbH

Reichsratsstrasse 11/11, 1010 Vienna.

Austria

Ordinary shares

60%

60%

Green Edge Holding B.V

Amsterdam, Netherlands.Weteringschans 165 C 1017XD

Netherlands

Ordinary

100%

100%

Green Edge Cloud BV

Amsterdam, Netherlands.Weteringschans 165 C 1017XD

Netherlands

Ordinary

100%

100%

Zonaris Ltd

80-83 Long Lane, London, EC1A 9ET

England

Ordinary

69.43%

69.43%

Subsidiary undertakings

Green Edge Cloud Austria GmbH

The principal activity of Green Edge Cloud Austria GmbH is telecommunication activities.

Green Edge Holding B.V

The principal activity of Green Edge Holding B.V is holding company.

Green Edge Cloud BV

The principal activity of Green Edge Cloud BV is telecommunication activities.

Zonaris Ltd

The principal activity of Zonaris Ltd is the development of a platform that allows the management of bitcoin treasury as an asset.

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

7

Other financial assets (current and non-current)

Other investment
£

Total
£

Non-current financial assets

Cost or valuation

At 1 April 2025

122,333

122,333

At 31 March 2026

122,333

122,333

Impairment

Carrying amount

At 31 March 2026

122,333

122,333

The Company previously held convertible loan notes with TF Tech NV (Belgium) with a principal amount of EUR 110,000 (GBP 97,382). In the year ended 31 March 2025, pursuant to a Share Swap Agreement dated January 2024, the convertible loan notes together with accrued interest were mandatorily converted into equity shares. As a result of this conversion, the Company now holds 82,734 shares in OurWorld Holding GBC, a company incorporated in Mauritius, representing approximately 1% of its issued share capital.

8

Stocks

2026
£

2025
£

Work in progress

423,180

423,180

9

Debtors

2026
£

2025
£

Other debtors

29,565

-

29,565

-

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

10

Current asset investments

2026
£

2025
£

Other investments

1,215,700

1,349,916

The carrying value of £1,215,700 represents 16,411,954 TFT tokens held by the company. A further 617,402 tokens in the company’s wallet are held on behalf of investors and are not recognised in these financial statements.

The valuation is based on the terms of the conversion of TFT into SPORE tokens agreed before the year end: ten SPORE for each TFT at a minimum price of $0.01 per SPORE, translated at $1.35 to £1. The conversion had not completed at 31 March 2026 and SPORE was not traded at that date, so there is no observable market price for the holding.
 

11

Creditors

Creditors: amounts falling due within one year

Note

2026
£

2025
£

Due within one year

 

Loans and borrowings

13

5,659

8,333

Amounts owed to group undertakings and undertakings in which the company has a participating interest

14

82,885

169,820

Taxation and social security

 

8,630

6,884

Accruals and deferred income

 

432,266

471,043

 

529,440

656,080

Accruals include unpaid consultancy fees of £407,800 (2025: £316,800), of which £397,000 (2025: £306,000) is due to the directors.

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

Creditors: amounts falling due after more than one year

Note

2026
£

2025
£

Due after one year

 

Loans and borrowings

13

1,301,731

1,267,492

The total unsecured convertible loan instrument amounts to £1,004,288. The notes were originally repayable or convertible into ordinary shares of the company as of 31 May 2023, but the repayment or share conversion period has been extended to 31 May 2028 by a deed of further amendment and restatement dated 29 May 2025, executed before the notes fell due. The conversion price is the lower of:
a) the Subscription Price;
b) 80 per cent of the Valuation per share.

12

Share capital

Allotted, called up and fully paid shares

2026

2025

No.

£

No.

£

Ordinary shares of £0.01 each

714,667

7,147

714,667

7,147

       

Included in the 714,667 allotted ordinary shares are 10,000 ordinary shares held by the company in treasury. Treasury shares carry no voting or dividend rights while they are held by the company. The number of ordinary shares in issue excluding treasury shares is 704,667.

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

13

Loans and borrowings

Non-current loans and borrowings

2026
£

2025
£

Bank borrowings

-

4,970

Unsecured debentures

1,301,731

1,262,522

1,301,731

1,267,492

Current loans and borrowings

2026
£

2025
£

Other borrowings

5,659

8,333

14

Related party transactions

Other transactions with directors

Included in accruals are unpaid consultancy fees due to Michael Wellesley-Wesley of £133,000 (2025: £114,000) and to Mariza Wellesley-Wesley of £264,000 (2025: £192,000) for services provided to the company. No interest is charged, and the directors have agreed not to call for payment until the company has sufficient funds.

Summary of transactions with subsidiaries

Zonaris Ltd is a subsidiary of Green Edge Cloud Ltd. Green Edge Cloud Ltd held 773,750 shares, representing 69.43% of the issued share capital and voting rights.

Loans from related parties

2026

Subsidiary
£

Total
£

At start of period

169,820

169,820

Repaid

(86,935)

(86,935)

At end of period

82,885

82,885

2025

Subsidiary
£

Total
£

Advanced

169,820

169,820

At end of period

169,820

169,820

 

Green Edge Cloud Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

15

Non adjusting events after the financial period

After the year end the company's ThreeFold (TFT) tokens were exchanged for SPORE tokens on the terms agreed before the year end, ten SPORE for each TFT. The exchange was completed before 30 June 2026. The carrying amount of the holding at 31 March 2026 is based on the same terms, so the exchange has no effect on the amount of £1,215,700 shown in these financial statements.