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2024-12-31-accounts

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

CARBON GAP LTD

(A Company Limited by Guarantee) REPORT AND FINANCIAL STATEMENTS FOR THE 12 MONTH PERIOD ENDED

31st DECEMBER 2024

Company Registration No: 13557860 Charity Registration No: 1200562

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

INDEX TO THE REPORT & FINANCIAL STATEMENTS

LEGAL AND ADMINISTRATIVE INFORMATION 3
REPORT OF THE TRUSTEES 4
OBJECTIVES AND ACTIVITIES 5
PUBLIC BENEFIT 6
FINANCIAL PERFORMANCE 10
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD 14
STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING INCOME AND EXPENDITURE
ACCOUNT) 18
BALANCE SHEET 20
STATEMENT OF CASH FLOWS 22
NOTES TO THE FINANCIAL STATEMENTS 23

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

LEGAL AND ADMINISTRATIVE INFORMATION

REGISTERED ADDRESS 71-75 Shelton Street Covent Garden LONDON WC2H 9JQ REGISTERED COMPANY NUMBER 13557860 REGISTERED CHARITY NUMBER 1200562 WEBSITE www.carbongap.org CHIEF EXECUTIVE OFFICER Christoph Beuttler BOARD OF TRUSTEES AND DIRECTORS Timothy Kruger Barbara le Fleming Cressida Pollock Irena Spazzapan Benjamin Tincq BANKERS Wise, London Lloyds, London AUDITORS Cocke, Vellacott & Hill Chartered Accountants Unit 28 City Business Centre Lower Road LONDON SE16 2XB

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

REPORT OF THE TRUSTEES

For the 12 month period ended 31st December 2024

The Trustees, who are also the Directors, present their report and the financial statements of the charitable company for the 12 month period ended 31 December 2024, which are also prepared to meet the requirements for a directors’ report and accounts for Companies Act purposes and which comply with the current statutory requirements and the requirements of the charity’s governing instrument.

Structure, Governance and Management

Carbon Gap is a charitable company limited by guarantee and governed by its Articles of Association, revised and adopted on 22 September 2022.

Carbon Gap is managed by a board, made up of the Trustees/Directors who are also the members of the Company. The board met 4 times during the 12 month period.

The organisation is led by the Chief Executive Officer, Christoph Beuttler.

The senior management team is comprised of:

Dr S Delerce, Chief Science Officer

Mr E Mitchell-Larson, Chief Science and Advocacy Officer (resigned 24[th] August 2024) Mr J Townsend, Chief Growth Officer

Mr P Wilson, Chief Operating Officer

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

OBJECTIVES AND ACTIVITIES

Our charity’s purposes are set out in the objects contained in the company’s memorandum of association, and are to:

Further the charitable purposes of promoting for the benefit of the public the conservation, protection and improvement of the physical and natural environment, including the atmosphere and global climate system, and advancing the science of carbon removal and related technologies.

Ensuring our work delivers our aims

Carbon Gap has a theory of change to guide our strategy, which is reviewed by the board annually both with the senior management team and during away days. In this 12 month period, Carbon Gap held a number of offsite strategy sessions with the senior management team and board members and the CEO.

The theory of change states:

Carbon Gap’s theory of change stipulates that CDR will not scale without making changes to the underlying ‘rules of the game’, such that all emissions are one day tied to an obligation to remove more carbon than was emitted, with an explicit preference which is to enshrine these changes into law wherever possible.

CDR will not reach the scale that it needs to reach on its own. Unlike other climate technologies, such as solar and wind energy, CDR has no meaningful existing market to sell into.

CDR is a type of planetary waste management, just like municipal waste collection, wastewater treatment, and nuclear waste disposal. The challenge faced in the case of CDR is arguably even more daunting than these other examples, given that CO2 is invisible, globally distributed, and extremely long lived in the atmosphere. Just like these other forms of waste management, CDR will not scale without changing the underlying ‘rules of the game’.

The focus of our work

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

PUBLIC BENEFIT

In planning activities for the 12 month period, the Trustees referred to the Charity Commission guidance on public benefit and the need to comply with their duties under section 4 of the Charities Act 2011.

Our objects and funding limit the work that we do to the conservation, protection and improvement of the physical and natural environment. Carbon Gap was created to be Europe’s first independent, philanthropically funded environmental advocacy organisation focused on carbon dioxide removal (CDR).

There is a clear consensus among scientists and the IPCC that CDR needs to be deployed at a massive scale. The consensus is that it should be a complement to emissions reductions as part of an integrated climate policy; however we don’t yet have that consensus among the public or policymakers.

Who used and benefited from our activities?

Our main activities are described below. All our charitable activities focus on the conservation, protection and improvement of the physical and natural environment for the benefit of the public and the planet.

Public benefit is derived from the outcomes of the activities which we undertake. We do not directly engage with the public. Our science and research led interventions have meant meaningful changes in policy, in law, and to the public understanding of the issues in the environment.

We work at multiple levels:

What impact did our activities have?

Carbon Dioxide Removal requires a public consensus. In part, due to other related fields of work such as Carbon Capture and Storage being easier to understand and more widely discussed, more education is required with policy makers and the public at large to reach a consensus outside of science and academia that this is a critical part of the global journey to net zero.

Our work over the 12-month period has been wide ranging. Carbon Gap does not offer paid services: all the work we do is free to access including research, public databases, web portals, and expert advice.

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

Policy Tracker

Our flagship initiative is the Carbon Gap Policy Tracker. The Policy Tracker is a free to use, public web portal that launched in April 2023 and has been extensively updated in 2024. Policy Tracker is a popular resource that has become the standard for policy files related to Carbon Dioxide Removal. It is updated multiple times weekly and currently has comprehensive coverage of all 27 EU member states and four other European countries including the United Kingdom.

Country Roadmaps for Carbon Dioxide Removal

With the generous donations from the Grantham Institute on Climate Change and Environment, we have conducted an unparalleled large-scale assessment of the capacity, feasibility, and social acceptability of Carbon Dioxide Removal. Using a large network of scientists, and other experts, we have mapped out the geographical possibilities within each country for removal methods that for the first time take into account each country’s economy, existing industrial activities, and based upon that research, created an indicative roadmap of how removals could be scaled to reach their individual targets towards carbon neutrality.

Furthermore, our work saw us engage with the public directly through focus groups and workshops to gain data and a better understanding of public attitudes to the varying removal methodologies and how that may impact their own communities. Reports on Norway and France were published in 2024 and quickly became go to resources for organisations interested in CDR and national planning.

Having successfully completed our pilot programme during FY23, we secured funding to roll out the programme to cover 80% of the European continental capacity for removals during the years 20242026, our work started in October 2024. As well as this, we have made the methodology and datasets open-source and we will publish a toolkit for global scale-up to ensure that citizens of every country has the ability to have a voice, and to see how their own community may work towards net zero.

Policy Advice and Expert Guidance

The Carbon Gap website has become a wide ranging document repository for research-led white papers and summaries that provide policy makers, industry and the public with independent guidance on wide ranging topics including policy, science and technology research and nature. 2024 publications include:

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

emissions—termed “carbon debt”—through high-durability carbon dioxide removal,

Last year, we also launched the CDR Research Gaps Database: an open-access resource mapping and categorising over 300 knowledge gaps across CDR methods, spanning technical, environmental, economic, and governance questions. It was developed to guide research, development, and innovation (RD&I) public funding by highlighting where critical evidence is still missing to enable credible, scalable, and safe CDR deployment. By supporting funders, researchers, and policymakers in identifying priority areas, the database aims to accelerate progress toward robust CDR strategies that can underpin effective EU climate policy and foster public trust.

The Carbon Gap team is comprised of expert researchers and policy strategists who have taken part by invitation to the EU’s relevant expert groups (cross-party working groups), as well as working directly with civil service, government and opposition advisors, and parliamentarians. We have advised the UK civil service within the Department for Energy Security and Net Zero, as well as French ministers and General Directorate on Energy and Climate. Our advice is always fact-based, research-driven and non-partisan. To further demonstrate this, we work with policy makers from across the political spectrum across individual nation states and the EU, our recommendations and guidance are published on our public website for transparency and peer review.

Direct Interventions

The European Union, member states and the UK have been very active in the sphere of the climate over the last 12 months, albeit with shifting political priorities, this has brought many new challenges to our work. Carbon Gap has worked to advocate for the best possible position in line with our charitable purpose both on legislation directly involving CDR and that which, while tangential, could still have a significant impact on the development of a robust, regulated approach for CDR at scale:

Carbon Removal Certification Framework

The culmination of two years of work, the CRCF was adopted in December 2024. This landmark legislation establishes the rules for certifying and regulating reliable carbon removal activities, aiming to strengthen trust and legitimacy in the carbon removal sector.

We advised the European Commission, European Parliament and the Council throughout the colegislation process, ensuring the development of robust rules. Notably, during the final trilogue process, we contributed to improved definitions of carbon dioxide removal categories.

We have also been participating in the Commission’s expert group meeting, advising on the development of the CRCF methodologies (a process that is still ongoing).

Green Claims Directive

This directive aims to ensure fair, accurate, and verifiable climate claims by businesses. As an EU

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

directive, it requires transposition into national legislation, giving Member States flexibility in how to implement the rules.

We took a research-led approach, making several recommendations to strengthen the directive, most notably ensuring full alignment with the Carbon Removal Certification Framework (CRCF) and promoting the like-for-like principle, which is central to our advice. This principle safeguards accurate and reliable equivalence between emissions and corresponding carbon removal or mitigation efforts.

The European Parliament’s position ultimately reflected many of our suggestions, demonstrating strong alignment with our recommendations.

Negotiations on the file were paused during the European Parliament elections and the subsequent transition period but resumed at the end of 2024.

UK government consultation on integrating CDR into the UK Emission Trading Scheme (ETS)

The UK government held a public consultation regarding its planned integration of certain CDR methods into the UK ETS – a critical future compliance market for CDR – covering a wide range of detailed design questions such as cap design, geographical eligibility, and method eligibility.

We submitted a detailed consultation response, engaging with a wide range of policymakers and other stakeholders in the process of drafting and subsequently socialising it.

We expect the government to respond to the consultation submissions at some point during 2025, triggering the next phase of more detailed policy design.

In the pursuit of non-partisan public benefit, we have diligently created relationships across the political spectrum in which we see MEP’s, MP’s and other policy makers speaking at our events, requesting our guidance, and sitting side by side together building consensus across these critical areas. We have created a unique niche in the climate world as we are truly seen to be independent advisors and our work is unbiased.

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

FINANCIAL PERFORMANCE

Carbon Gap is extremely grateful to all its donors throughout this 12-month period. In this financial year, the charity continued to demonstrate solid financial performance despite ongoing challenges within the external environment. Total income for the year amounted to £2.45m, which represents a 13.97% decrease on the previous year.

Sources of Income

Our income was derived exclusively from philanthropic, independent foundations, and all funds are received as unrestricted funds. We do not derive funds from the general public, and we have not received donations from any corporation, government or individual.

Our kind grant makers in the 12-month period are:

Reserves Policy

Our income recognition policy states that we do not operate reserves at the year-end as all revenue is deferred to the following year. We therefore assess our status as a going concern by ensuring we have a year-end cash balance sufficient to cover 3 months operational expenditure.

Fundraising Policy

Carbon Gap conducts its own fundraising activity and does not use a commercial fundraiser. During FY24, we appointed a Chief Growth Officer who works directly on fundraising. Carbon Gap does not use direct mailing to raise funds from the public. Carbon Gap received no complaints about its fundraising activities in 2024. Trustees review Carbon Gap’s fundraising on a regular basis. Carbon Gap is particularly grateful for the support of its many benefactors in the continuing difficult circumstances and hopes to build on this further in 2025.

Trustees/Directors

The Trustees of the charity in office during the 12-month period, who also served as Directors for the purposes of company law, were:

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

The Trustees are not paid for their services to act as a trustee, however under section 185 of the Charity Act 2011, and in accordance with our memorandum and articles of association, the Trustees by quorum chose to contract with Tim Kruger for a specific piece of work which required his expertise during this 12 month period, this was a continuation of the work conducted in FY23, and concluded in full in FY24. No other trustees have an interest in any contract with Carbon Gap nor do they receive any renumeration for their services.

Related Parties

As part of our commitment to transparency, we are required to disclose any related party transactions that have occurred during the financial year. A related party includes individuals or organisations connected with the charity, such as trustees, employees, or close family members. Details of other related party transactions are given at note 12 to these accounts.

During the 12 month period, the following related party transactions took place:

• Trustee Name / Related Party : Barbara le Fleming

• Trustee Name / Related Party : Tim Kruger

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

The charity has procedures in place to ensure that any conflicts of interest are identified and managed. All trustees and senior management staff are required to disclose any potential conflicts at the start of each trustee meeting.

Future plans

The charity plans continuing the activities outlined above in the forthcoming years subject to satisfactory funding arrangements. In particular, we successfully obtained funding for the expansion of the Policy Tracker to include funding opportunities for science, research and industry in the field of removals as well as continuing with the Country Roadmaps work to achieve 80% coverage during 2024-2026.

During 2025 we are increasing activity in member states including the UK and France as well as commencing work which will lead to advocacy based on our research supported by the Grantham Foundation in Germany, Poland, Italy and Spain.

Trustees’ responsibilities for the financial statements

The Trustees/Directors are responsible for preparing the Report of the Trustees and the financial statements in accordance with applicable law and with applicable Financial Reporting Standards.

Company law requires the Trustees to prepare financial statements for each financial period, which give a true and fair view of the state of affairs of the charity and of the income and expenditure of the charity for that period. In preparing those financial statements the Trustees are required to:

The Trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy, at any time, the financial position of the charity and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

Risk Management

The Trustees reviewed the major risks to which the charity is exposed at each board meeting and satisfied themselves that proper systems and procedures are in place to manage those risks. All processes and procedures are reviewed by the trustee board once per year even in the event that no changes are proposed. Trustees continue to pay close attention to all developments that could affect the operations of Carbon Gap’s partners and other donors, and their ability to continue to support Carbon Gap.

Financial risk is managed at each board meeting by reviewing management accounts, budgets and a cash-flow forecast to ensure that we remain at all times a going-concern and that the actuals meet the forecasted range.

Any staff travel to conflict-affected areas takes full account of Foreign, Commonwealth and Development Office Travel Advice, and of the views of local contacts.

An insurance policy covering Directors’ and Officers’ Liability and Corporate Liability in connection with any negligence, default, breach of duty or breach of trust in relation to the company was in force during the 12-month period and at the time the report was approved, in addition to standard policies for Employers’ Liability Insurance and Public and Products Liability Insurance.

Audit Enquiries

As far as Trustees are aware, there is no relevant audit information of which the charitable company’s auditors are unaware. Each of the Trustees has taken all steps that they ought to have taken as Trustees in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of such information.

Auditors

Cocke, Vellacott & Hill continue as auditors of the company.

By Order of the Board

9/24/2025 London, United Kingdom Cressida Pollock Trustee/Director, and Chair of the Board

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD

Opinion

We have audited the financial statements of Carbon Gap Ltd for the 12-month period ended 31 December 2024 which comprise the statement of financial activities, summary income and expenditure, balance sheet, statement of cash flows and notes to the financial statements including a summary of significant accounting policies. The financial framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”.

In our opinion the financial statements:

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Other matters on which we are required to report by exception

In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ Report, included within the Trustees’ Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the trustees’ responsibilities statement set out on page 12 the trustees (who are also directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the trustees are responsible for assessing the charitable company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We have obtained an understanding of the charitable company’s policies and procedures through discussions with senior management.

We also drew on our existing understanding of the work that the charitable company does.

We understand that the charitable company complies with its responsibilities through close involvement of the CEO and COO in the day-to-day running of the business and regular liaison between him and the Chair of trustees. Were there any litigation or claims they would come to the attention of the Executive Director directly.

The charitable company also holds regular board meetings. We have reviewed the minutes of all meetings, and no irregularities were identified.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the charitable company’s ability to conduct business and where failure to comply could result in material penalties.

We have considered the disclosure requirements of the Companies Act 2006 and the Charities Act 2011, along with the Charities SORP FRS102 and the Charities (Accounts and Reports) Regulations 2008 as part of our finalisation processes.

We discussed the possibility of fraud with senior management and whether they had any knowledge of any actual, alleged or suspected fraud. We designed our audit tests to consider controls and tested a sample of payments to fellows paying attention to the evidence obtained in respect of our sample fellows’ identities.

In common with all audits under ISAs (UK) we also performed specific procedures to respond to the risk of management override. We assessed that the charitable company’s control environment is adequate for the size and operating model of such a charitable company.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the charitable company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed.

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

DAVID WARREN BA FCA (Senior Statutory Auditor)

For and on behalf of COCKE, VELLACOTT & HILL Chartered Accountants and Statutory Auditor Unit 15, City Business Centre Lower Road LONDON SE16 2XB Date : 2025 9/25/2025

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING INCOME AND EXPENDITURE ACCOUNT)

For the 12-month period ended 31st December 2024

Notes
Income from:
Charitable activities
Grants received
2
Activities for Generating Funds
Investment Income
3
Total income
Expenditure on:
Raising funds
Charitable activities
Grants payable
Programme and project work
4
Total expenditure
Net income/(expenditure)
Other recognised gains / (losses)
Corporation tax paid
7
Net movement in funds
Reconciliation of funds
Total funds brought forward 13
Total funds carried forward
13		 Unrestricted Funds
2024
2023
£
£
2,449,836
2,846,531
718
1,845
2,450,554
2,848,376
-
-
-
-
2,450,554
2,843,617
2,450,554
2,843,617
-
-
-
4,759
-
-
-
-
-

-		 Unrestricted Funds
2024
2023
£
£
2,449,836
2,846,531
718
1,845
2,450,554
2,848,376
-
-
-
-
2,450,554
2,843,617
2,450,554
2,843,617
-
-
-
4,759
-
-
-
-
-

-
2,848,376
-
-
2,843,617
2,843,617
-
4,759
-
-
-

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

All of the operations undertaken by the charitable company during the current and preceding 12month periods are continuing operations and there were no other recognised gains and losses other than those above.

The notes on pages 23 to 29 form part of these financial statements

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

BALANCE SHEET

as at 31st December 2024

Notes
Fixed assets
Tangible assets
8
Total fixed assets
Current assets
Debtors
9
Cash at bank and in hand
Total current assets

Liabilities
Creditors: Amounts falling due
within one year
10
Net current assets (liabilities)
Total assets less current liabilities
Creditors: Amounts falling due after one year

Total assets less current liabilities
The funds of the charity:
Unrestricted Funds - general
13
Total charity funds
13		 2024
£
22,548
22,548
40,307
2,353,033
2,393,340
(2,415,888)
(22,548)
-
-		 2023
£
15,372
15,372
15,260
1,181,443
1,196,703
(1,212,075)
(15,372)
-
-
-
-
-

-
-
-

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Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

The financial statements were approved by the Board of Trustees on the 19[th] September 2025 and signed on its behalf by: -

) Cressida Pollock (Trustee) 9/24/2025 ) ) 9/24/2025 ) Barbara le Fleming (Trustee)

Company Registration No: 13557860

The notes on pages 23 to 29 form part of these financial statements

21

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

STATEMENT OF CASH FLOWS For the 12-month period ended 31st December 2024

2024 2023
Notes £ £
Cash flows from operating activities
Net movement in funds - -
Add back depreciation charge 7 6,054 1,741
Decrease/(increase) in debtors 8 ( 25,047) (15,260)
Increase/ (Decrease) in creditors 9 1,203,813 834,935
_____ _____
Net cash generated from operating activities 1,184,820 821,416
_____ _____
Cash flows from investing activities
Purchase of tangible fixed assets 7 (13,230) (17,113)
_____ _____
Net cash used in investing activities (13,230) (17,113)
_____ _____
(Decrease)/increase in cash 1,171,590 804,303
Bank and cash balance brought forward 1,181,443 377,140
Bank and cash balance carried forward 2,353,033 1,181,443

The notes on pages 23 to 29 form part of these financial statements

22

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

NOTES TO THE FINANCIAL STATEMENTS

For the 12-month period ended 31st December 2024

1. Accounting policies

These financial statements have been prepared under the historical cost convention as modified by the inclusion of fixed assets investments at market value, and in accordance with the Charities Act 2011, the Companies Act 2006, and the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), and follow the recommendations of the Charity Commission in Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), the “Charities SORP (FRS 102)”. The company is registered in England and Wales, is a public benefit entity and reports in £sterling, its principal currency.

The principal accounting policies adopted are as follows: -

(a) Incoming resources

All incoming resources are recognised once the charity has entitlement to the resources, if it is certain that the resources will be received, and the monetary value of the incoming resources can be measured with sufficient reliability. Income is deferred where the charity has to meet conditions imposed by the donor before expenditure of resources can take place. Investment income and interest received includes income tax recoverable where applicable.

(b) Resources expended

(c) Tangible fixed assets

The depreciable value of each asset is written off over its expected useful life. This is currently expected to be three year periods for office equipment, while the depreciation charge on office furniture is calculated at 15% on book value. The useful life of each asset, its residual value and the amounts of depreciation charged are reviewed annually.

(d) Investments

Investments, which are listed on the Stock Exchange, are valued at the middle market price at the end of the 12-month period. Realised and unrealised gains and losses are accounted for in the statement of financial activities before arriving at the net movements in funds for the 12-month period.

(e) Taxation

Provision for corporation tax is not necessary as the charitable company is a registered charity. No deferred tax provision is required. The charity is non-trading and is not registered

23

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

NOTES TO THE FINANCIAL STATEMENTS (continued)

for VAT.

(f) Unrestricted Funds

The General reserve represents those funds that the Board may use in the furtherance of the charitable objectives of the charitable company.

(g) Foreign exchange gains and losses

Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into sterling at the closing rate. Transactions in foreign currencies are converted to sterling at the rate of exchange prevailing on the day of the transaction.

(h) Operating leases

Rent payable under operating leases is charged to the income and expenditure account as incurred.

(i) Pensions

Eligible staff members received monthly payments of 8% of their salaries into a scheme administered by SMART in the UK and 4% in Belgium. One eligible staff member has opted out. Contributions made in the 12-month period are treated as an expense.

2. Charitable activities

During the 12-month period the charity received grants and donations as follows

2024 2023 Unrestricted Unrestricted Grants received in respect of charitable activities 2,450,554 2,846,531

Further information in respect of the funding received can be found in the Report of the Trustees.

3. Investment income

  1. Investment income 2024 2023 £ £ Interest from funds on deposit 718 1,845

24

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the 12-month period ended 31st December 2024

  1. Charitable activities – Programme and project work
2024
2023
Unrestricted Unrestricted
£ £
Salaries and associated costs (notes 1(b)(ii) and 4) 1,033,566 1,098,860
Directors and key management remuneration 312,544 109,015
Other personnel costs 78,924 44,489
Consultancy costs 519,902 1,094,183
Staff training 6,227 3,603
Advertising and marketing 27,167 28,589
Sponsorship fees - 120,000
Travel and events 100,193 87,260
Rent 113,861 69,116
Office costs including IT expenditure 48,600 39,827
Insurance 1,639 1,874
Audit costs 7,200 6,000
Accountancy fees 125,364 106,015
Legal and professional costs 24,243 7,075
Finance charges (5,422) 25,693
Interest paid ` - 277
Depreciation 6,055 1,741
Communications 47,257 -
Personal Development 3,234 -
2,450,554 2,843,617

25

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the 12-month period ended 31st December 2024

Charitable activities – Programme and project work (continued)

Governance costs included are as follows:

2024

Unrestricted

£

Director Remuneration
119,214
Senior management time
193,330
Professional Fees
Meetings and related travel costs
-
Audit
7,200

Accountancy and payroll related fees
125,364
Legal fees
24,243

Total governance costs
469,351
 2023
Total
£
530
-
-
6,000
-
7,075
13,605

In common with many other charitable companies of our size and nature we use our auditors to assist in the preparation of the financial statements.

5. Staff costs and particulars of employees 2024 2023 2024 2023
Total remuneration of employees: Numbers Numbers £ £
Wages and salaries 14 11
 1,072,743 938,883
Social security costs 122,341 110,864
Pension contributions 32,463 49,113
14 11
 1,227,547 1,098,860

6 employees (2023-6) earned above £60,000 per annum.

No trustee had any remuneration during the current or preceding 12-month period. No trustee (2023 - none) was reimbursed for travel expenses (2023 - £nil). There are no other related party transactions.

The salaries figure above includes £312,544 which relates to key management costs. Further information relating to additional key management costs is contained in note 6.

The charitable company makes payments into approved pension funds. The assets of the schemes are held separately from those of the charitable company in independently administered funds. The pension costs charge represents contributions payable by the charitable company to the funds and amounted to £32,463 (2023- £49,113). No contributions were outstanding or repayable (2023 Nil outstanding or repayable) to the funds at the period end.

26

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the 12 month period ended 31st December 2024

6.
7.
8.










Directors and key management remuneration
2024
£
Directors’ remuneration
119,214
Key management compensation
193,330
Key management pension contributions

-

312,544
Taxation
2024

Unrestricted

£
Corporation tax paid
-

(relates to period before registration as a charity)
Tangible fixed assets
Equipment
£
Cost
Balance at 1st September 2023
17,113
Additions
13,230
Disposals
Balance at 31st December 2024
30,343

Accumulated depreciation
Balance at 1st September 2023
1,741
Charge for the 12-month period
6,054
Balance at 31st December 2024
7,795
Net book value at 31st December 2024
22,548

Net book value at 31st August 2023
15,372		 2023
£
-
109,015
-
109,015
2023
Total
£
4,759
Total
£
17,113
13,230
30,343
1,741
6,054
7,795
22,548
15,372

27

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the 12-month period ended 31st December 2024

  1. Debtors 2024 2023 £ £ Sundry debtors 1,734 Income tax due - - Deferred income - - Prepayments 20,368 13,526 - Other debtors 19,939 40,307 15,260
10. Creditors: amounts falling due in one year
2024
£
Trade creditors
14,204
Short term compensated absences
62,440
Other creditors and accruals
307,916
Deferred income
2,024,982
Taxation and social security costs
6,344
2,415,888		 2023
£
123,492
33,452
237,192
801,048
16,891
1,212,075

11. Related party transactions

As noted in the Trustees’ Report, Barbara la Fleming is a senior management employee at Quadrature Climate Foundation, a major funder. She has no involvement in any funding decisions made by them. Tim Kruger performed consultancy services amounting to £41,199 (2023: £18,0000), a fee commensurate with the work done. There are no other related party transactions to disclose.

28

Docusign Envelope ID: C2301315-FE34-457A-B3C5-D39D973EA1C1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF CARBON GAP LTD For the 12 month period ended 31[st] December 2024

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the 12-month period ended 31st December 2024

12. Total Charity Funds Balance at
 Incoming Resources Balance at Resources Balance at
1 Jan 2024 Resources Expended 31st Dec 2024
Unrestricted funds £ £ £
 £
General reserve - 2,450,554 2,450,554 -
Total charity funds - 2,450,554 2,450,554

29