REGISTERED NUMBER: 10007469 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

THOUGHTRIVER LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTORS:

D A Painter

J E Hill

P Miller

SECRETARY:

A C Paley

REGISTERED OFFICE:

Building 1000

Cambridge Research Park

Waterbeach

Cambridgeshire

CB25 9PD

REGISTERED NUMBER:

10007469 (England and Wales)

ACCOUNTANTS:

Green and Purple Limited

Building 1000

Cambridge Research Park

Waterbeach

Cambridgeshire

CB25 9PD

FIXED ASSETS

Tangible assets

5

4,942

7,211

Investments

6

-

-

4,942

7,211

CURRENT ASSETS

Debtors

7

456,799

558,038

Cash at bank

220,833

111,016

677,632

669,054

CREDITORS

Amounts falling due within one year

8

(2,831,261

)

(1,737,991

)

NET CURRENT LIABILITIES

(2,153,629

)

(1,068,937

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,148,687

)

(1,061,726

)

CAPITAL AND RESERVES

Called up share capital

9

32,819

4,629

Share premium

14,782,737

13,628,216

Retained earnings

(16,964,243

)

(14,694,571

)

SHAREHOLDERS' FUNDS

(2,148,687

)

(1,061,726

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 4 September 2025 and were signed on its behalf by:

J E Hill - Director

1.	Statutory information

Thoughtriver Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Revenue recognition

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer.

Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the balance sheet date, turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors.

Tangible fixed assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Equipment 50% straight line

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment.

Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4.	Employees and directors

The average number of employees during the year was 21 (2023 - 27 ) .

5.	Tangible fixed assets

Plant and

machinery

etc

£

Cost

At 1 January 2024

47,580

Additions

3,491

At 31 December 2024

51,071

Depreciation

At 1 January 2024

40,369

Charge for year

5,760

At 31 December 2024

46,129

Net book value

At 31 December 2024

4,942

At 31 December 2023

7,211

6.	Fixed asset investments

Investment in subsidiary

The company owns 100% of the share capital of Thoughtriver PTE Ltd, a company incorporated in the Republic of Singapore.

The company was acquired via a share for share exchange. No value is attached to the company which is currently non-trading.

7.

Debtors: amounts falling due within one year

2024

2023

£

£

Trade debtors

143,329

207,225

Other debtors

313,470

350,813

456,799

558,038

8.

Creditors: amounts falling due within one year

2024

2023

£

£

Trade creditors

140,669

159,506

Taxation and social security

44,493

406,317

Other creditors

2,646,099

1,172,168

2,831,261

1,737,991

9.	Called up share capital

Allotted, issued and fully paid:

Dec

Dec

Number:

Class:

2024

2023

Value:

£

£

2,961,724

Ordinary

0.001

2,962

2,730

29,857,408

'L' Ordinary

0.001

29,857

1,899

32,819

4,629

During the year, the company issued the following shares:

On 27 March 2024, 27,958,831 ‘L’ Ordinary shares of £0.001 were issued at a premium of £0.042 each.

On 23 April 2024, 120,000 Ordinary shares of £0.001 were issued at a premium of £0.042 each.

On 30 April 2024, 71,428 Ordinary shares of £0.001 were issued at a premium of £0.042 each.

On 5 June 2024, 17,500 Ordinary shares of £0.001 were issued at a premium of £0.01 each following the exercise of share options.

On 7 June 2024, 22,500 Ordinary shares of £0.001 were issued at a premium of £0.01 each following the exercise of share options.

After the year end, the company issued the following shares:

On 6 January 2025, 1,723,046 Ordinary shares of £0.001 were issued at a premium of £0.04 each.

10.	Share-based payment transactions

Share options

31 Dec 2024

31 Dec 2023

Outstanding at the beginning of the period

934,633

231,571

Granted during the period

4,156,263

723,327

Exercised during the period

(40,000

)

Cancelled during the period

(571,009

)

(20,265

)

Outstanding at the end of the period

4,479,887

934,633

The total charge for the year relating to employee share based payment plans was £Nil (2023: £Nil) in accordance with the provisions of FRS 102 (Section 1A).

On 11 July 2016, the Company commenced the operation of an Enterprise Management Incentive scheme (EMI).At 31 December 2024, 2,751,421((2023: 869,174) EMI options remained in issue. These options have an exercise price of between £0.001 and £0.05 per share.