| Tokencard 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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Going concern |
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At 30 June 2025 the company had net liabilities of £27,559,424 including £44,438,292 owed to Monolith Limited, a fellow group undertaking. The company was also owed £2,986,168 by its parent company, Token Group Limited. The directors have received written assurances that Monolith Limited will not seek repayment of the amount owed to them, that they will guarantee the amount owed by Token Group Limited, and maintain the ability and willingness to continue to provide financial support for the company for at least one year from the date of the approving of the financial statements. 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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Turnover |
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Turnover is derived from fees from a third party service provider generated from funds in transit for funding group and related party entities. Turnover is recognised at the point of settlement of the funds in transit. |
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Intangible fixed assets |
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Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses. |
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Digital assets (cryptocurrencies) are held by the company for funding purposes are revalued to fair value at the balance sheet date. The company has access to appropriate liquid markets and has the ability to trade in its own cryptocurrency both to convert to fiat currency and to settle obligations as they fall due. The company uses an open market source to carry out its year end valuations. |
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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: |
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Domain Names |
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3 years straight line |
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The estimated useful life of digital assets held for funding within intangible assets is indefinite and therefore no amortisation is charged in the year. |
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Tangible fixed assets |
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Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: |
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Plant and machinery |
over 3 years straight line |
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Aircraft |
over 20 years straight line |
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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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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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Financial instruments are recognised in the Balance Sheet when the company becomes party to the contractual provisions of the instrument. Financial instruments are initially measured at transaction price unless the arrangement constitutes a financing transaction which includes transactions costs for financial instruments not subsequently measured at fair value. Subsequent to initial recognition, they are measured as set out below. |
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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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Employment benefits |
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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. |
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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. |
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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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Leased assets |
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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. |
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Pensions |
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Contributions to defined contribution plans are expensed in the period to which they relate. |
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| 2 |
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 £2,259,170 within administrative expenses. |
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The profit and loss account for the year ended 30 June 2024 includes a profit on the disposal of intellectual property to a related party of £2,574,760, and a loss on the forgiveness of a loan to a group undertaking of £507,331 within administrative expenses. |
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| 3 |
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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3 |
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5 |
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| 4 |
Intangible fixed assets |
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Domain names |
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Digital assets |
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Total |
| £ |
£ |
£ |
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Cost/ revalued amount |
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At 1 July 2024 |
42,241 |
|
381,050 |
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423,291 |
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Additions |
- |
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15,323,968 |
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15,323,968 |
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Disposals |
- |
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(15,472,555) |
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(15,472,555) |
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Revaluation |
- |
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(137,426) |
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(137,426) |
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At 30 June 2025 |
42,241 |
|
95,037 |
|
137,278 |
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Amortisation |
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At 1 July 2024 |
42,241 |
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- |
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42,241 |
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At 30 June 2025 |
42,241 |
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- |
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42,241 |
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Net book value |
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At 30 June 2025 |
- |
|
95,037 |
|
95,037 |
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At 30 June 2024 |
- |
|
381,050 |
|
381,050 |
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| 5 |
Tangible fixed assets |
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Plant and machinery etc |
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Aircraft |
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Total |
| £ |
£ |
£ |
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Cost |
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At 1 July 2024 |
133,799 |
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1,019,862 |
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1,153,661 |
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Additions |
- |
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1,291,175 |
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1,291,175 |
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Disposals |
- |
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(1,019,862) |
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(1,019,862) |
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At 30 June 2025 |
133,799 |
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1,291,175 |
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1,424,974 |
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Depreciation |
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At 1 July 2024 |
133,265 |
|
29,746 |
|
163,011 |
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Charge for the year |
534 |
|
56,645 |
|
57,179 |
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On disposals |
- |
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(59,492) |
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(59,492) |
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At 30 June 2025 |
133,799 |
|
26,899 |
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160,698 |
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Net book value |
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At 30 June 2025 |
- |
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1,264,276 |
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1,264,276 |
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At 30 June 2024 |
534 |
|
990,116 |
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990,650 |
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| 6 |
Debtors |
2025 |
|
2024 |
| £ |
£ |
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Corporation Tax recoverable |
152,489 |
|
152,489 |
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Amounts owed by group undertakings and undertakings in which the company has a participating interest |
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10,794,954 |
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12,320,918 |
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Other debtors |
5,327,608 |
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9,562,311 |
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16,275,051 |
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22,035,718 |
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| 7 |
Creditors: amounts falling due within one year |
2025 |
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2024 |
| £ |
£ |
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Bank loans and overdrafts |
5,696 |
|
1,041 |
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Trade creditors |
23,022 |
|
40,986 |
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Amounts owed to group undertakings and undertakings in which the company has a participating interest |
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44,438,292 |
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47,968,329 |
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Taxation and social security costs |
- |
|
18,277 |
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Other creditors |
1,986,434 |
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2,174,004 |
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46,453,444 |
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50,202,637 |
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| 8 |
Related party transactions |
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Included within other debtors at the year end is a balance of £nil (2024: £12,641) due from the directors. This loan is interest free and repayable on demand. |
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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:£2,307,803) 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 £2,259,170 within administrative expenses. |
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Included in other debtors at the year end is a balance of £2,296,747 (2024: £5,898,574) due from International Share Services Limited. Included in other creditors at 30 June 2025 was a balance of £nil (2024: £291,749) due to International Share Services Limited. The directors of Tokencard Limited are also directors of International Shared Services Limited. |
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Included in other creditors at the year end is a balance of £1,818,085 (2024:£1,821,678) due to Token.com International Ltd (Cayman Islands). The director of Tokencard Limited is also a director of Token.com International Ltd (Cayman Islands). |
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Included in other debtors at the year end is a balance of £2,674,760 (2024: £2,674,760) due from Token.com Global Holdings Ltda (Madeira). The director of Tokencard Limited is also a director of Token.com Global Holdings Ltda (Madeira). |
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During the year ended 30 June 2024 the company sold a domain name and internally generated intellectual property to Token.com Global Holdings Ltda (Madeira). A gain was made on the sale of £2,574,760. The director of Tokencard is also directors of Token.com Global Holdings Ltda (Madeira). |
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| 8 |
Related party transactions (continued) |
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During the year consultancy fees of £5,000 (2024: £11,200) were paid to M Harris, a director of Token.com International (Cayman Islands). The director of Tokencard Limited is also directors of Token.com International (Cayman Islands). |
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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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| 9 |
Controlling party |
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The immediate parent company is Token Group Limited, a company registered in England and Wales. The registered adress is One St Peter's Square, Manchester, United Kingdom, M2 3DE. There is no single controlling party. |
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| 10 |
Other information |
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Tokencard 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 |