Acorah Software Products - Accounts Production 16.3.350 false true true 31 December 2023 1 January 2023 false 8 May 2025 1 January 2024 31 December 2024 31 December 2024 14042289 Mr Richard James Baker Mr Gerard Francis Banaszkiewicz Mr Brendan Joseph Bradley Mr Peter Goodall Mr Alain Muenger iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 14042289 frs-core:Non-currentFinancialInstruments frs-core:BetweenOneFiveYears 2024-12-31 14042289 2023-12-31 14042289 2024-12-31 14042289 2024-01-01 2024-12-31 14042289 frs-core:CurrentFinancialInstruments 2024-12-31 14042289 frs-core:Non-currentFinancialInstruments 2024-12-31 14042289 frs-core:ComputerEquipment 2024-12-31 14042289 frs-core:ComputerEquipment 2024-01-01 2024-12-31 14042289 frs-core:ComputerEquipment 2023-12-31 14042289 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-01-01 2024-12-31 14042289 frs-core:FurnitureFittings 2024-12-31 14042289 frs-core:FurnitureFittings 2024-01-01 2024-12-31 14042289 frs-core:FurnitureFittings 2023-12-31 14042289 frs-core:LandBuildings frs-core:LeasedAssetsHeldAsLessee 2024-12-31 14042289 frs-core:LandBuildings frs-core:LeasedAssetsHeldAsLessee 2024-01-01 2024-12-31 14042289 frs-core:LandBuildings frs-core:LeasedAssetsHeldAsLessee 2023-12-31 14042289 frs-core:OtherResidualIntangibleAssets 2024-12-31 14042289 frs-core:OtherResidualIntangibleAssets 2024-01-01 2024-12-31 14042289 frs-core:OtherResidualIntangibleAssets 2023-12-31 14042289 frs-core:WithinOneYear 2024-12-31 14042289 frs-core:OtherReservesSubtotal 2024-12-31 14042289 frs-core:SharePremium 2024-12-31 14042289 frs-core:ShareCapital 2024-12-31 14042289 frs-core:RetainedEarningsAccumulatedLosses 2024-12-31 14042289 frs-bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 14042289 frs-bus:FilletedAccounts 2024-01-01 2024-12-31 14042289 frs-bus:SmallEntities 2024-01-01 2024-12-31 14042289 frs-bus:Audited 2024-01-01 2024-12-31 14042289 frs-bus:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 14042289 frs-bus:OrdinaryShareClass1 2024-01-01 2024-12-31 14042289 frs-bus:OrdinaryShareClass1 2024-12-31 14042289 frs-bus:OrdinaryShareClass2 2024-01-01 2024-12-31 14042289 frs-bus:OrdinaryShareClass2 2024-12-31 14042289 frs-bus:OrdinaryShareClass3 2024-01-01 2024-12-31 14042289 frs-bus:OrdinaryShareClass3 2024-12-31 14042289 frs-bus:PreferenceShareClass1 2024-01-01 2024-12-31 14042289 frs-bus:PreferenceShareClass1 2024-12-31 14042289 frs-bus:Director1 2024-01-01 2024-12-31 14042289 frs-bus:Director2 2024-01-01 2024-12-31 14042289 frs-bus:Director3 2024-01-01 2024-12-31 14042289 frs-bus:Director4 2024-01-01 2024-12-31 14042289 frs-bus:Director5 2024-01-01 2024-12-31 14042289 frs-core:CurrentFinancialInstruments 1 2024-12-31 14042289 frs-countries:EnglandWales 2024-01-01 2024-12-31 14042289 frs-core:Non-currentFinancialInstruments frs-core:BetweenOneFiveYears 2023-12-31 14042289 2022-12-31 14042289 2023-12-31 14042289 2023-01-01 2023-12-31 14042289 frs-core:CurrentFinancialInstruments 2023-12-31 14042289 frs-core:Non-currentFinancialInstruments 2023-12-31 14042289 frs-core:WithinOneYear 2023-12-31 14042289 frs-core:OtherReservesSubtotal 2023-12-31 14042289 frs-core:SharePremium 2023-12-31 14042289 frs-core:ShareCapital 2023-12-31 14042289 frs-core:RetainedEarningsAccumulatedLosses 2023-12-31 14042289 frs-bus:OrdinaryShareClass1 2023-01-01 2023-12-31 14042289 frs-bus:OrdinaryShareClass2 2023-01-01 2023-12-31 14042289 frs-bus:OrdinaryShareClass3 2023-01-01 2023-12-31 14042289 frs-bus:PreferenceShareClass1 2023-01-01 2023-12-31 14042289 frs-core:CurrentFinancialInstruments 1 2023-12-31
Registered number: 14042289
Tokenovate Limited
Financial Statements
For The Year Ended 31 December 2024
Max Accountants Ltd
Ketton Suite
The King Centre
Oakham
Rutland
LE15 7WD
Contents
Page
Balance Sheet 1—2
Notes to the Financial Statements 3—7
Page 1
Balance Sheet
Registered number: 14042289
2024 2023
Notes £ £ £ £
FIXED ASSETS
Intangible Assets 4 25,439 28,363
Tangible Assets 5 29,501 19,998
54,940 48,361
CURRENT ASSETS
Stocks 6 34,433 20,700
Debtors 7 845,113 549,468
Cash at bank and in hand 1,423,141 5,175,808
2,302,687 5,745,976
Creditors: Amounts Falling Due Within One Year 8 (302,172 ) (314,645 )
NET CURRENT ASSETS (LIABILITIES) 2,000,515 5,431,331
TOTAL ASSETS LESS CURRENT LIABILITIES 2,055,455 5,479,692
Creditors: Amounts Falling Due After More Than One Year 9 (1,399,388 ) -
NET ASSETS 656,067 5,479,692
CAPITAL AND RESERVES
Called up share capital 11 5,549 5,549
Share premium account 7,996,371 7,996,371
Other reserves 30,066 -
Profit and Loss Account (7,375,919 ) (2,522,228 )
SHAREHOLDERS' FUNDS 656,067 5,479,692
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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.
The financial statements were approved and authorised for issue by the board of directors on 7 May 2025 and were signed on its behalf by:
Mr Gerard Francis Banaszkiewicz
Director
7 May 2025
The notes on pages 3 to 7 form part of these financial statements.
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Notes to the Financial Statements
1. General Information
Tokenovate Limited is a private company, limited by shares, incorporated in England & Wales, registered number 14042289 . The registered office is C/O Pem, Salisbury House, Station Road, Cambridgeshire, CB1 2LA.
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
2.2. Going Concern Disclosure
After assessing the forecasts and liquidity of the business for the next financial year, and the trading period beyond, the directors have a reasonable expectation that the Company will have adequate resources to continue to meet its liabilities as they fall due. As detailed in Note 14, in February 2025 the Company secured additional investment of £5.5m via the issue of convertible loan notes. The Company has also received confirmation from an investor of their willingness to provide funding if required to meet the Company’s future working capital requirements, the directors have noted that the investor has the resources required to provide this support, they have also previously demonstrated their ability to provide such funding quickly. 
Given the investment secured to date, together with the development progress achieved and financial support pledged, the directors have a reasonable expectation that the Company will be able to continue as a going concern for the foreseeable future and therefore continue to adopt the going concern basis in their preparation of the financial statements.
2.3. Intangible Fixed Assets and Amortisation - Other Intangible
Other intangible assets are Patents. It is amortised to profit and loss account over its estimated economic life of 10 years.
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:
Leasehold Improvements 3 years straight line
Fixtures & Fittings 4 years straight line
Computer Equipment 3 years straight line
2.5. Stocks and Work in Progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Work-in-progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.
2.6. Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
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2.7. Financial Instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include debtors and bank balances, are measured at transaction price including transaction costs.
Classification of 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 deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, are recognised at transaction price including transaction costs.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities.
Other financial instruments
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss.
2.8. Taxation
Tax is recognised in profit or loss except that a charge is attributable to an item of income and expense recognised as other comphrehensive income or to an item recognised directly in equity is also recognised in other comphrehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
2.9. Research and Development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
2.10. Share Based Payments
The company operates an equity-settled, share-based compensation plan, under which the entity received services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
3. Average Number of Employees
Average number of employees, including directors, during the year was: 15 (2023: 9)
15 9
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4. Intangible Assets
Other
£
Cost
As at 1 January 2024 29,240
As at 31 December 2024 29,240
Amortisation
As at 1 January 2024 877
Provided during the period 2,924
As at 31 December 2024 3,801
Net Book Value
As at 31 December 2024 25,439
As at 1 January 2024 28,363
5. Tangible Assets
Land & Property
Leasehold Improvements Fixtures & Fittings Computer Equipment Total
£ £ £ £
Cost
As at 1 January 2024 - - 25,664 25,664
Additions 7,283 1,185 14,655 23,123
Disposals - - (937 ) (937 )
As at 31 December 2024 7,283 1,185 39,382 47,850
Depreciation
As at 1 January 2024 - - 5,666 5,666
Provided during the period 1,850 233 11,172 13,255
Disposals - - (572 ) (572 )
As at 31 December 2024 1,850 233 16,266 18,349
Net Book Value
As at 31 December 2024 5,433 952 23,116 29,501
As at 1 January 2024 - - 19,998 19,998
6. Stocks
2024 2023
£ £
Stock 34,433 20,700
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7. Debtors
2024 2023
£ £
Due within one year
Prepayments and accrued income 26,987 15,639
Other debtors 50,786 31,488
Patents pending 2,480 -
R&D tax credit 694,777 456,270
VAT 70,083 46,071
845,113 549,468
8. Creditors: Amounts Falling Due Within One Year
2024 2023
£ £
Trade creditors 140,301 165,913
Other taxes and social security 77,047 57,596
Other creditors 15,270 11,768
Accruals and deferred income 69,554 79,368
302,172 314,645
9. Creditors: Amounts Falling Due After More Than One Year
2024 2023
£ £
Convertible loan notes 1,399,388 -
During the year the Company drew down £1.5m under a Convertible Loan Note Instrument (“the CLNI”) with a 3% interest rate. The CLNI shall convert automatically into senior shares, with the noteholders benefiting from a 20% share price discount, upon the earlier of:
- an approved fund raising;
- an exit event; or
- 60 months after issue.
The fair value of the CLNI has been calculated using the income approach.
10. Loans
An analysis of the maturity of loans is given below:
2024 2023
£ £
Amounts falling due between one and five years:
Debentures 1,399,388 -
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11. Share Capital
2024 2023
Allotted, called up and fully paid £ £
4,028,681 Ordinary Shares of £ 0.001 each 4,029 4,029
460,002 Ordinary A1 shares of £ 0.001 each 460 460
460,002 Ordinary A2 shares of £ 0.001 each 460 460
4,949 4,949
Preference Shares
2024 2023
Allotted, called up and fully paid £ £
600,000 Preference Shares of £ 0.001 each 600 600
12. Other Commitments
The total of future minimum lease payments under non-cancellable operating leases are as following:
2024 2023
£ £
Not later than one year 83,358 43,520
83,358 43,520
13. Post Balance Sheet Events
In February 2025 the Company established a £10 million convertible loan instrument which, if not converted to equity, will be repayable on 31 December 2026. An initial £5.5 million was drawn down under this facility in March 2025.
14. Audit Information
The auditor's report on the accounts of Tokenovate Limited for the year ended 31 December 2024 was unqualified.
The auditor's report was signed by Roberta Newman (Senior Statutory Auditor) for and on behalf of Peters Elworthy & Moore , Statutory Auditor.
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