Company registration number 14516380 (England and Wales)
TAP HOLDCO LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
TAP HOLDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 11
TAP HOLDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
Notes
£
£
Fixed assets
Intangible assets
3
7,524,491
Tangible assets
4
105,090
Investments
5
305,610
7,935,191
Current assets
Stocks
14,307
Debtors
7
1,194,010
Cash at bank and in hand
150,701
1,359,018
Creditors: amounts falling due within one year
8
(513,503)
Net current assets
845,515
Total assets less current liabilities
8,780,706
Creditors: amounts falling due after more than one year
9
(1,398,400)
Net assets
7,382,306
Capital and reserves
Called up share capital
1,023
Share premium account
11,038,391
Profit and loss reserves
(3,657,108)
Total equity
7,382,306
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 23 May 2025 and are signed on its behalf by:
Mr M P Joseph
Director
Company Registration No. 14516380
TAP HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Tap Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Airedale House Office Suite 38, 423 Kirkstall Road, Leeds, LS4 2EW.
1.1
Reporting period
The reporting period is greater than one year as the company was incorporated on 30 November 2022.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 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 £1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.3
Going concern
Tap Holdco Limited was incorporated in the period and, as such, this is the company's first period of trade.
For the 13 month period, the company has reported a loss of £3,657,108 and a net asset position of £7,382,306 at the period end.
As the company continues to pivot and make changes of positivity, of course there is still a very specific need to be diligent about the ongoing costs of the business and the way in which we operate the business to ensure the company becomes cash flow positive in the near future with growing revenues to more than support the fiscal ongoing needs. Our corporate decision to pivot the company has already shown significant signs of improvements.
We provide comprehensive and intelligent mobile commerce platform services including our acquired loyalty platform in a white labeled service to appeal to numerous vertical markets. These licensing deals include Travel and Leisure, Content Distribution, and sports and entertainment. We will continue to look for the right kinds of partners to support them technologically while they use our commerce platform to appeal to new clients of their own.
The business has recently closed a round of £600,000 and operates very lean. We are looking to be cash flow positive towards the end of the fiscal year. The entire technology platform has been updated and includes all in one module wallet, loyalty, and RFID technology creating a far more efficient platform, using far less infrastructure cost, and enabling technology partners to integrate with great ease.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
TAP HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably.
1.5
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the statement of comprehensive income over its useful economic life being ten years.
1.7
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
20% straight line
Intellectual property
20% straight line
1.8
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
33.33% straight line
Computers
33.33% to 66.67% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.9
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
TAP HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.10
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.11
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.12
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
TAP HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.13
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.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
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, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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 if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
1.14
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
TAP HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.15
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.16
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.17
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.19
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.20
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
TAP HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2023
Number
Total
21
3
Intangible fixed assets
Goodwill
Development costs
Intellectual property
Total
£
£
£
£
Cost
At 30 November 2022
Additions
5,391,890
632,608
2,600,000
8,624,498
At 31 December 2023
5,391,890
632,608
2,600,000
8,624,498
Amortisation and impairment
At 30 November 2022
Amortisation charged for the period
516,723
63,284
520,000
1,100,007
At 31 December 2023
516,723
63,284
520,000
1,100,007
Carrying amount
At 31 December 2023
4,875,167
569,324
2,080,000
7,524,491
TAP HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 30 November 2022
Additions
133,929
Disposals
(207)
At 31 December 2023
133,722
Depreciation and impairment
At 30 November 2022
Depreciation charged in the period
28,686
Eliminated in respect of disposals
(54)
At 31 December 2023
28,632
Carrying amount
At 31 December 2023
105,090
5
Fixed asset investments
2023
£
Shares in group undertakings
305,610
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 30 November 2022
-
Additions
474,604
At 31 December 2023
474,604
Impairment
At 30 November 2022
-
Impairment losses
168,994
At 31 December 2023
168,994
Carrying amount
At 31 December 2023
305,610
TAP HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 9 -
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Tappit Technology (US) Inc
5717 Legacy Drive, Suite 2501, Plano, Texas, 75024
Ordinary
100.00
Tappit Technologies MEA DMCC
Level 5, One JLT, Jumeirah Lake Towers, Dubai, U.A.E, PO Box 123422
Ordinary
100.00
7
Debtors
2023
Amounts falling due within one year:
£
Trade debtors
30,418
Amounts owed by group undertakings
1,084,586
Other debtors
79,006
1,194,010
8
Creditors: amounts falling due within one year
2023
£
Bank loans and overdrafts
284
Trade creditors
218,369
Taxation and social security
58,847
Other creditors
236,003
513,503
9
Creditors: amounts falling due after more than one year
2023
£
Convertible loans
1,398,400
Convertible loans carry an interest rate of 15% per annum and are unsecured.
All outstanding loan notes in issue will convert automatically to fully paid Series A Preferred Shares on completion of equity fundraising at any time before the redemption date, pursuant to which the Company receives not less than £3,000,000 (three million pounds) through subscriptions for shares by any person(s) other than from existing shareholders.
TAP HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 10 -
10
Acquisition
On 20 January 2023 the company acquired the trade and assets of Tappit Technologies (UK) Ltd. The goodwill arising on acquisition of £5,391,890 is considered to have a useful life of 10 years
Fair Value
£
Intangible assets
2,600,000
Property, plant and equipment
75,000
Trade and other receivables
396
Total identifiable net assets
2,675,396
Goodwill
5,391,890
Total consideration
8,067,286
Satisfied by:
£
Cash
319,703
Secured debt acquired
7,363,067
Emergency loans acquired
859,120
Less: consideration for US & MEA subsidiaries
(474,604)
8,067,286
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was qualified and the auditor reported as follows:
TAP HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
11
Audit report information
(Continued)
- 11 -
Disclaimer of opinion on the financial statements
We were engaged to audit the financial statements of Tap Holdco Limited (the 'company') for the period ended 31 December 2023 which comprise , the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
We were unable to obtain sufficient appropriate audit evidence on the fair value of the below items held on the balance sheet at 31 December 2023.
Intangible assets - £7,524,491 (£4,875,167 goodwill, £569,324 capitalised development costs and £2,600,000 intellectual property)
Fixed asset investments - £305,610
Amounts owed by group undertakings (included within debtors) - £1,084,586
Convertible loan notes (included within creditors: amounts falling due after more than one year)– £1,398,400
Each balance is displayed on the company’s balance sheet on page 7 of these financial statements or within the relevant note to the financial statements.
Due to the nature of the business being an early stage start up, allied to the current economic climate within the UK and the industry within which it operates, the audit evidence available to support the carrying value of the above amounts was limited and, as such, we were unable to satisfy ourselves that their valuation was appropriate at the balance sheet date.
As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of their carrying values, and the elements making up the profit and loss account and balance sheet.
Senior Statutory Auditor:
Martin Davey
Statutory Auditor:
Azets Audit Services Limited
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