| Token Group Limited |
| Notes to the Accounts |
| for the year ended 30 June 2025 |
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| 1 |
Accounting policies |
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Basis of preparation |
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The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard) and the requirements of the Companies Act 2006 as applicable to the small companies' regime. |
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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. |
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Going concern |
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At 30 June 2025 the company had net liabilities of £3,014,833, including £2,986,168 owed to Tokencard Limited, a wholly owned subsidiary. The company and group is funded through an initial coin offering undertaken by another wholly owned subsidiary, Monolith Limited. The director has confirmed that Monolith Limited will continue to support the company for at least one year from the date of the approving of the financial statements and has the ability to do so. There is no current requirement to repay the amount owed to Tokencard Limited either. As such the financial statements have been prepared on a going concern basis. |
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The director has considered all available information, including the volatility in cryptocurrency markets, when assessing going concern. The company and group also carefully monitors its cryptocurrency balances to ensure market forces are taken into account when dealing with the treasury function. The director is confident that the company and group will have sufficient funds to meet its liabilities as they fall due. |
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Fixed asset investments |
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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. |
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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. |
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Impairment of fixed assets |
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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. |
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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. |
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Impairment of fixed assets (continued) |
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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. |
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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. |
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Financial instruments |
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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. |
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Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
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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. |
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Basic financial instruments |
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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. |
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Classification of financial liabilities |
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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. |
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Basic financial liabilities |
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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. |
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Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
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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. |
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Equity instruments |
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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. |
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Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. |
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Taxation |
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A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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Foreign currency translation |
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Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
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| 2 |
Employees |
2025 |
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2024 |
| Number |
Number |
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Average number of persons (including directors) employed by the company |
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1 |
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2 |
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| 3 |
Exceptional items |
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The profit and loss account for the year ended 30 June 2025 includes a loss on the write off of a loan to a group undertaking of £137,994 within administrative expenses. |
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| 4 |
Impairments |
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Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in administrative expenses in profit or loss: |
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2025 |
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2024 |
| £ |
£ |
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In respect of |
Note |
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Investments in subsidiary undertakings and participating interests |
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3 |
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345 |
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- |
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| 5 |
Fixed asset investments |
| Investments |
| in subsidiary |
| undertakings |
| and participating |
| interests |
Total |
| £ |
£ |
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Cost |
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At 1 July 2024 |
1,348 |
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1,348 |
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Provision for impairment |
(345) |
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(345) |
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At 30 June 2025 |
1,003 |
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1,003 |
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| 6 |
Subsidiaries and participating undertakings |
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Details of the company's subsidiaries and participating undertakings at 30 June 2025 are as follows: |
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Name of undertaking |
Registered office |
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Class of shares held |
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% Held direct |
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% Held indirect |
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Monolith Limited |
Gibraltar |
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Ordinary shares |
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100 |
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- |
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Tokencard Limited |
United Kingdom |
Ordinary shares |
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100 |
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- |
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Monolith Group Limited |
United Kingdom |
Ordinary shares |
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100 |
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- |
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Monolith Card (Portugal), Sociedade Unipessoal Lda |
Portugal |
Ordinary shares |
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- |
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100 |
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Monolith App (Portugal), Sociedade Unipessoal Lda |
Portugal |
Ordinary shares |
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- |
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100 |
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Token.com Servicos Digitais Ltda |
Brazil |
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Ordinary shares |
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50 |
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- |
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During the year ended 30 June 2025, UAB Belela was sold by Monolith Group Limited to Token.com International Ltd (Cayman Islands). |
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Subsequent to the year end Token.com Servicos Digitais Ltda was liquidated and a provision has been made for impairment of the investment at 30 June 2025. |
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| 7 |
Debtors |
2025 |
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2024 |
| £ |
£ |
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Amounts owed by group undertakings and undertakings in which the company has a participating interest |
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- |
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137,994 |
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- |
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137,994 |
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| 8 |
Creditors: amounts falling due within one year |
2025 |
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2024 |
| £ |
£ |
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Amounts owed to group undertakings and undertakings in which the company has a participating interest |
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2,987,986 |
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2,952,784 |
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Other creditors |
39,499 |
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28,206 |
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3,027,485 |
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2,980,990 |
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| 9 |
Related party transactions |
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Included in amounts owed by group undertakings and undertakings in which the company has a participating interest at the year end is a balance of £nil (2024: £137,994) due from Token.com Servicos Digitais Ltda a company in which the parent company Token Group has a participating interest. The profit and loss account for the year ended 30 June 2025 includes a loss on the write off of the loan of £137,994 within administrative expenses. |
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Included in other creditors at 30 June 2025 is an amount of £20,878 (2024: £9,758) payable to International Shared Services Limited. The directors of Token Group Ltd are directors of International Shared Services Limited, and have a controlling interest in this company. |
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During the year ended 30 June 2025, UAB Belela was sold by Monolith Group Limited to Token.com International Ltd (Cayman Islands). The director of Token Group Ltd is a director of Token.com International Ltd (Cayman Islands), and has a controlling interest in this company. |
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The company has taken advantage of exemption available in FRS Section 33.1A not to disclose transactions with any fellow wholly owned group companies. |
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| 10 |
Share based payments |
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During the year ended 30 June 2023 the company issued 43,663 ordinary shares of £0.00001, on the exercise of share options held by employees under the Token Group Company Share Option Plan.Options granted and exercised under the scheme were estimated to have nil value. At 30 June 2023 any options granted under the scheme which had not been exercised had lapsed as employees to whom options had been granted are no longer employed by Token Group. The scheme was closed during the year ended 30 June 2024. |
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| 11 |
Controlling party |
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The registered address is One St Peter's Square, Manchester, United Kingdom, M2 3DE. There is no single controlling party. |
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| 12 |
Other information |
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Token Group Limited is a private company limited by shares and incorporated in England. Its registered office is: |
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One St Peter's Square |
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Manchester |
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M2 3DE |