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Registered number: 09799849
VERIDIUM HOLDINGS LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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VERIDIUM HOLDINGS LIMITED
REGISTERED NUMBER: 09799849
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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VERIDIUM HOLDINGS LIMITED
REGISTERED NUMBER: 09799849
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 October 2026.
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Kenneth Todd Shollenbarger
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The notes on pages 4 to 8 form part of these financial statements.
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VERIDIUM HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 4 to 8 form part of these financial statements.
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VERIDIUM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Veridium Holdings Limited is a company incorporated in the United Kingdom under the Companies Act.
Veridium Holdings Limited is a private company limited by shares and is registered in England and Wales. The registered office is 280 Bishopsgate, London, United Kingdom, EC2M 4AG.
The principal activity of the company in the period under review was that of a holding company.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
To date, the Veridium Group of Companies ("Veridium") have been capitalised by several High Net Worth investors with the capacity to fund the Company without further investment from new investors. Veridium is sufficiently capitalised through 2026 given its current sales pipeline and USD 29,320,975 convertible term and bridge loans subscribed to entirely by the Company’s existing investors beginning in 2019 and through the present year 2025.
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Foreign currency translation
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Functional and presentation currency
The Company’s functional and presentational currency is pound sterling (GBP) and the financial statements are rounded to the nearest pound (£).
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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VERIDIUM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is
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VERIDIUM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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The average monthly number of employees, including directors, during the year was 5 (2024 - 4).
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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280 Bishopsgate, London, United Kingdom, EC2M 4AG
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280 Bishopsgate, London, United Kingdom, EC2M 4AG
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2711 Centerville Road, Suite 400, Wilmington, DE 19808, USA
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VERIDIUM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
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The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Included within other creditors are convertible loans and an interest-bearing loan. The Veridium Holdings Limited shareholders executed a $12,000,000 Convertible Loan Agreement on 11 November 2019, together with a $5,000,000 Second Convertible Loan Agreement on 30 July 2021. The Agreements establish quarterly drawdowns, available as required, to support working capital requirements. The loans are interest free, payable on demand by Veridium's majority shareholders, and carry a conversion feature to issue new equity shares in proportion to the amounts drawn on the Loan Agreement. In 2022 the shareholders executed a Bridge Loan Facility of $5,000,000 on 9 June 2022. The facility establishes flexible drawdowns, available as required to support working capital requirements. The Loan pays interest based on the secured overnight financing rate published by the Federal Reserve Bank of New York. At 31 December 2024, the company had drawn down the full $5,000,000 Loan.
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VERIDIUM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Harvard Investments, LP (a limited partnership incorporated in the United Kingdom) is the Company's parent company and the controlling party.
Harvard Investments GP Limited (incorporated in the United Kingdom), which is the sole general partner of Harvard Investments LP Limited is regarded as being the Company's ultimate parent company.
Adnan Chaban, a director of the Company, controls the Company as a result of controlling, directly or indirectly, at least 50 per cent plus one of the issued share capital of Harvard Investments GP Limited.
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