Acorah Software Products - Accounts Production 18.1.170 false true true 31 December 2024 1 January 2024 false 31 March 2026 1 January 2025 31 December 2025 31 December 2025 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:CurrentFinancialInstruments frs-core:WithinOneYear 2025-12-31 14042289 2024-12-31 14042289 2025-12-31 14042289 2025-01-01 2025-12-31 14042289 frs-core:CurrentFinancialInstruments 2025-12-31 14042289 frs-core:Non-currentFinancialInstruments 2025-12-31 14042289 frs-core:ComputerEquipment 2025-12-31 14042289 frs-core:ComputerEquipment 2025-01-01 2025-12-31 14042289 frs-core:ComputerEquipment 2024-12-31 14042289 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2025-01-01 2025-12-31 14042289 frs-core:FurnitureFittings 2025-12-31 14042289 frs-core:FurnitureFittings 2025-01-01 2025-12-31 14042289 frs-core:FurnitureFittings 2024-12-31 14042289 frs-core:LandBuildings frs-core:LeasedAssetsHeldAsLessee 2025-12-31 14042289 frs-core:LandBuildings frs-core:LeasedAssetsHeldAsLessee 2025-01-01 2025-12-31 14042289 frs-core:LandBuildings frs-core:LeasedAssetsHeldAsLessee 2024-12-31 14042289 frs-core:OtherResidualIntangibleAssets 2025-12-31 14042289 frs-core:OtherResidualIntangibleAssets 2025-01-01 2025-12-31 14042289 frs-core:OtherResidualIntangibleAssets 2024-12-31 14042289 frs-core:WithinOneYear 2025-12-31 14042289 frs-core:OtherReservesSubtotal 2025-12-31 14042289 frs-core:SharePremium 2025-12-31 14042289 frs-core:ShareCapital 2025-12-31 14042289 frs-core:RetainedEarningsAccumulatedLosses 2025-12-31 14042289 frs-bus:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 14042289 frs-bus:FilletedAccounts 2025-01-01 2025-12-31 14042289 frs-bus:SmallEntities 2025-01-01 2025-12-31 14042289 frs-bus:Audited 2025-01-01 2025-12-31 14042289 frs-bus:SmallCompaniesRegimeForAccounts 2025-01-01 2025-12-31 14042289 frs-bus:OrdinaryShareClass1 2025-01-01 2025-12-31 14042289 frs-bus:OrdinaryShareClass1 2025-12-31 14042289 frs-bus:OrdinaryShareClass2 2025-01-01 2025-12-31 14042289 frs-bus:OrdinaryShareClass2 2025-12-31 14042289 frs-bus:OrdinaryShareClass3 2025-01-01 2025-12-31 14042289 frs-bus:OrdinaryShareClass3 2025-12-31 14042289 frs-bus:PreferenceShareClass1 2025-01-01 2025-12-31 14042289 frs-bus:PreferenceShareClass1 2025-12-31 14042289 frs-bus:Director1 2025-01-01 2025-12-31 14042289 frs-bus:Director2 2025-01-01 2025-12-31 14042289 frs-bus:Director3 2025-01-01 2025-12-31 14042289 frs-bus:Director4 2025-01-01 2025-12-31 14042289 frs-bus:Director5 2025-01-01 2025-12-31 14042289 frs-core:CurrentFinancialInstruments 1 2025-12-31 14042289 frs-countries:EnglandWales 2025-01-01 2025-12-31 14042289 frs-core:CurrentFinancialInstruments frs-core:WithinOneYear 2024-12-31 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: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:OrdinaryShareClass1 2024-01-01 2024-12-31 14042289 frs-bus:OrdinaryShareClass2 2024-01-01 2024-12-31 14042289 frs-bus:OrdinaryShareClass3 2024-01-01 2024-12-31 14042289 frs-bus:PreferenceShareClass1 2024-01-01 2024-12-31 14042289 frs-core:CurrentFinancialInstruments 1 2024-12-31
Registered number: 14042289
Tokenovate Limited
Financial Statements
For The Year Ended 31 December 2025
Wilson Partners Ltd
Ketton Suite
The King Centre
Oakham
Rutland
LE15 7WD
Tokenovate Limited
Contents
Contents

| Page
--- | ---
Balance Sheet | 1—2
Notes to the Financial Statements | 3—8

Page 1
Tokenovate Limited
Balance Sheet
As At 31 December 2025
Balance Sheet
Registered number: 14042289

| 2025 | 2024 as restated
--- | --- | ---
| Notes | £ | £ | £ | £
FIXED ASSETS
Intangible Assets | 4 |  | 22,515 |  | 25,439
Tangible Assets | 5 |  | 25,385 |  | 29,501
|  |  | 47,900 |  | 54,940
CURRENT ASSETS
Stocks | 6 | 34,433 |  | 34,433 |
Debtors | 7 | 1,332,151 |  | 845,113 |
Cash at bank and in hand |  | 3,361,163 |  | 1,423,141 |
|  | 4,727,747 |  | 2,302,687 |
Creditors: Amounts Falling Due Within One Year | 8 | (8,384,684 ) |  | (302,172 ) |
NET CURRENT ASSETS (LIABILITIES) |  |  | (3,656,937 ) |  | 2,000,515
TOTAL ASSETS LESS CURRENT LIABILITIES |  |  | (3,609,037 ) |  | 2,055,455
Creditors: Amounts Falling Due After More Than One Year | 9 |  | - |  | (1,399,388 )
NET (LIABILITIES)/ASSETS |  |  | (3,609,037 ) |  | 656,067
CAPITAL AND RESERVES
Called up share capital | 11 |  | 5,549 |  | 5,549
Share premium account |  |  | 7,996,371 |  | 7,996,371
Other reserves |  |  | 1,093,080 |  | 681,040
Profit and Loss Account |  |  | (12,704,037 ) |  | (8,026,893 )
SHAREHOLDERS' FUNDS |  |  | (3,609,037) |  | 656,067

Page 1
Page 2
Tokenovate Limited
Balance Sheet (continued)
As At 31 December 2025
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 31 March 2026 and were signed on its behalf by:

Mr Gerard Francis Banaszkiewicz Director
31 March 2026

The notes on pages 3 to 8 form part of these financial statements.
Page 2
Page 3
Tokenovate Limited
Notes to the Financial Statements
For The Year Ended 31 December 2025
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, Cambridge, 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
The financial statements have been prepared on a going concern basis. In assessing whether the going concern basis is appropriate, the directors have considered the company’s cash flow forecasts, including the ability to manage and reduce discretionary expenditure if required, as well as the company’s funding arrangements and liquidity for a period of at least 12 months from the date of approval of these financial statements.
In line with its business plan, the company continues to invest significantly in the development of its technology platform and, as a result, has incurred operating losses during the year. At 31 December 2025 the company reported cash balances of £3.36m (2024: £1.42m) and net liabilities of £3.61m (2024: net assets £0.66m), primarily due to the continued investment in product development and additional drawdowns under the Convertible Loan Note Instrument (“CLNI”).
As detailed in Note 8, during the year the company extended its CLNI facility to £10m, with £5.5m drawn in March 2025, and a further £1.5m drawdown in November 2025. The CLNI facility remains available to the company subject to its terms, and if not converted to equity will be repayable on 31 December 2026.
In making their assessment the directors note that the CLNI holders have historically demonstrated their willingness and ability to continue providing funding as required in support of the company’s long term plans. In addition, the company has received written confirmation that they will provide financial support as necessary to enable the company to meet its liabilities as they fall due. The Directors have assessed the financial capacity of this investor and are satisfied that they have sufficient resources to pledge such support.
On the basis of the above review the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and are therefore satisfied that it is appropriate to prepare the financial statements on the going concern basis.
2.3. Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
2.4. 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.
2.5. 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

2.6. 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.
Page 3
Page 4
Tokenovate Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
2.7. 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.
2.8. 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.
2.9. 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.
2.10. 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 of 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.
2.11. Pensions
The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
2.12. 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.
Page 4
Page 5
Tokenovate Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
2.13. 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.
2.14. Exceptional Items
The company classifies certain one-off charges or credits that have a material impact on the company’s financial results as “exceptional items”. Exceptional items are recognised in the profit and loss account in the year in which they are incurred. These items are disclosed separately to provide further understanding of the financial performance of the company.
3. Average Number of Employees
Average number of employees, including directors, during the year was: 20 (2024: 15)
20 15
4. Intangible Assets

| Other
--- | ---
| £
Cost
As at 1 January 2025 | 29,240
As at 31 December 2025 | 29,240
Amortisation
As at 1 January 2025 | 3,801
Provided during the period | 2,924
As at 31 December 2025 | 6,725
Net Book Value
As at 31 December 2025 | 22,515
As at 1 January 2025 | 25,439

Page 5
Page 6
Tokenovate Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
5. Tangible Assets

| Land & Property
--- | ---
| Leasehold Improvements | Fixtures & Fittings | Computer Equipment | Total
| £ | £ | £ | £
Cost
As at 1 January 2025 | 7,283 | 1,185 | 39,382 | 47,850
Additions | - | - | 13,774 | 13,774
As at 31 December 2025 | 7,283 | 1,185 | 53,156 | 61,624
Depreciation
As at 1 January 2025 | 1,850 | 233 | 16,266 | 18,349
Provided during the period | 2,428 | 296 | 15,166 | 17,890
As at 31 December 2025 | 4,278 | 529 | 31,432 | 36,239
Net Book Value
As at 31 December 2025 | 3,005 | 656 | 21,724 | 25,385
As at 1 January 2025 | 5,433 | 952 | 23,116 | 29,501

6. Stocks

| 2025 |  | 2024 as restated
--- | --- | --- | ---
| £ |  | £
Stock | 34,433 |  | 34,433

7. Debtors

| 2025 |  | 2024 as restated
--- | --- | --- | ---
| £ |  | £
Due within one year
Trade debtors | 75,000 |  | -
Prepayments and accrued income | 207,938 |  | 26,987
Other debtors | 50,786 |  | 50,786
Patents pending | 17,866 |  | 2,480
R&D tax credit | 846,275 |  | 694,777
VAT | 134,286 |  | 70,083
| 1,332,151 |  | 845,113

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Page 7
Tokenovate Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
8. Creditors: Amounts Falling Due Within One Year

| 2025 |  | 2024 as restated
--- | --- | --- | ---
| £ |  | £
Trade creditors | 187,329 |  | 140,301
Convertible loan note | 7,879,672 |  | -
Other taxes and social security | 200,100 |  | 77,047
Other creditors | 833 |  | 15,270
Accruals and deferred income | 116,750 |  | 69,554
| 8,384,684 |  | 302,172

During the year the Company drew down £7m (2024; £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
- on maturity, being 31 December 2026.
The fair value of the CLNI has been calculated using the income approach.
9. Creditors: Amounts Falling Due After More Than One Year

| 2025 |  | 2024 as restated
--- | --- | --- | ---
| £ |  | £
Convertible loan notes | - |  | 1,399,388

10. Loans
An analysis of the maturity of loans is given below:

| 2025 |  | 2024 as restated
--- | --- | --- | ---
| £ |  | £
Amounts falling due within one year or on demand:
Debentures | 7,879,672 |  | -

| 2025 |  | 2024 as restated
--- | --- | --- | ---
| £ |  | £
Amounts falling due between one and five years:
Debentures | - |  | 1,399,388

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Page 8
Tokenovate Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
11. Share Capital

| 2025 |  | 2024 as restated
--- | --- | --- | ---
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

| 2025 |  | 2024 as restated
--- | --- | --- | ---
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:

| 2025 |  | 2024 as restated
--- | --- | --- | ---
| £ |  | £
Not later than one year | 133,248 |  | 83,358
| 133,248 |  | 83,358

13. Audit Information
The auditor's report on the accounts of Tokenovate Limited for the year ended 31 December 2025 was unqualified.
The auditor's report was signed by Roberta Newman (Senior Statutory Auditor) for and on behalf of PEM Audit Limited , Statutory Auditor.

PEM Audit Limited Salisbury House Station Road Cambridge Cambridgeshire CB1 2LA

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