Company registration number 08500211 (England and Wales)
TIDALSENSE LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
TIDALSENSE LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
TIDALSENSE LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
113,304
76,732
Tangible assets
5
188,089
78,767
301,393
155,499
Current assets
Stocks
35,128
20,417
Debtors
6
788,033
736,856
Cash at bank and in hand
925,651
1,510,399
1,748,812
2,267,672
Creditors: amounts falling due within one year
7
(2,280,772)
(489,941)
Net current (liabilities)/assets
(531,960)
1,777,731
Net (liabilities)/assets
(230,567)
1,933,230
Capital and reserves
Called up share capital
8
206
196
Share premium account
9,024,233
8,338,378
Profit and loss reserves
(9,255,006)
(6,405,344)
Total equity
(230,567)
1,933,230
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
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 members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
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 30 June 2025 and are signed on its behalf by:
A Patel
Director
Company Registration No. 08500211
TIDALSENSE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
171
6,673,434
(4,873,277)
1,800,328
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(1,532,067)
(1,532,067)
Issue of share capital
8
25
1,664,944
-
1,664,969
Balance at 31 December 2023
196
8,338,378
(6,405,344)
1,933,230
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(2,849,662)
(2,849,662)
Issue of share capital
8
10
685,855
-
685,865
Balance at 31 December 2024
206
9,024,233
(9,255,006)
(230,567)
TIDALSENSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information
TidalSense Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Vinery, 15A Vinery Road, Cambridge, England, CB1 3DN.
1.1
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 £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.
1.3
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.
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. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Research and development expenditure
Research and development expenditure is written off against profits in the year in which it is incurred.
1.5
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.
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:
Patents & licences
7 years
TIDALSENSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.6
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:
Leasehold improvements
20% on cost
Plant and equipment
17% on cost
Fixtures and fittings
25% on cost
Computer equipment
33% on cost
1.7
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.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials.
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.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash at bank.
1.10
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 trade debtors, corporation tax recoverable, other 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.
TIDALSENSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including trade creditors, taxation and social security, and other creditors 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.
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.
1.11
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.
1.12
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
1.13
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.
1.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
TIDALSENSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
1.17
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
20
20
TIDALSENSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
4
Intangible fixed assets
Patents & licences
£
Cost
At 1 January 2024
77,101
Additions
38,984
At 31 December 2024
116,085
Amortisation and impairment
At 1 January 2024
369
Amortisation charged for the year
2,412
At 31 December 2024
2,781
Carrying amount
At 31 December 2024
113,304
At 31 December 2023
76,732
5
Tangible fixed assets
Leasehold improvements
Assets under construction
Plant and equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
£
Cost
At 1 January 2024
42,876
32,307
55,121
130,304
Additions
22,104
17,815
81,406
10,571
12,984
144,880
At 31 December 2024
22,104
17,815
124,282
42,878
68,105
275,184
Depreciation and impairment
At 1 January 2024
13,944
37,593
51,537
Depreciation charged in the year
793
13,092
9,606
12,067
35,558
At 31 December 2024
793
13,092
23,550
49,660
87,095
Carrying amount
At 31 December 2024
21,311
17,815
111,190
19,328
18,445
188,089
At 31 December 2023
42,876
18,363
17,528
78,767
TIDALSENSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
50,890
52,407
Corporation tax recoverable
204,954
198,808
Other debtors
532,189
485,641
788,033
736,856
7
Creditors: amounts falling due within one year
2024
2023
£
£
Convertible loans
1,580,630
Trade creditors
110,243
155,255
Taxation and social security
78,371
48,281
Other creditors
511,528
286,405
2,280,772
489,941
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
826,425
824,458
82
82
A Ordinary shares of 0.01p each
1,240,648
1,139,154
124
114
2,067,073
1,963,612
206
196
During the year, the company issued 1,967 Ordinary 0.01p shares and 101,494 A Ordinary 0.01p shares for total consideration of £685,865.
9
Share warrants
During 2021, share warrants were granted for a maximum of 113,464 A Ordinary shares which carry an exercise price of £6.61 per warrant.
10
Related party transactions
During the year, the company paid consultancy fees of £50,051 (2023: £82,751) and travel costs of £Nil (2023: £6,335) to directors of the company. There was an amount outstanding of £Nil (2023: £4,175) at the balance sheet date.
Also during the year, the company purchased goods from a shareholder of the company for £1,280 (2023: £86,000).
TIDALSENSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
11
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
222,381
338,406
12
Share-based payment transactions
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
283,715
231,695
0.0001
0.0001
Granted
72,458
75,156
0.0001
0.0001
Forfeited
0.0001
0.0001
Exercised
0.0001
0.0001
Outstanding at 31 December 2024
351,806
283,715
0.0001
0.0001
Exercisable at 31 December 2024
213,203
128,423
0.0001
0.0001
The options outstanding at 31 December 2024 had an exercise price of £0.0001. At the date of award, each of the options had a contractual life ranging from 15 years to indefinite.
Inputs were as follows:
2024
2023
Weighted average share price
0.0001
0.0001
Weighted average exercise price
0.0001
0.0001
Expected volatility
50.00
50.00
Expected life
15.00
15.00
Risk free rate
2.55
1.39
During the year, 1,967 share options were exercised. No transfer between reserves was required for these share options.
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