1.
General Information
Tiney Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
11194291
. The registered office is International House, 12 Constance Street, London, E16 2DQ.
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.
2.2.
Going Concern Disclosure
The company has incurred a loss of £4,998,800 during the year (2024: £4,118,221) and has accumulated losses of £22,608,980 at the balance sheet date. The directors have reviewed cash flow forecasts and projections for a period of no less than 12 months from the date of approval of these financial statements, having regard to the following:
- Revenue has continued to grow following the year end, with monthly turnover increasing from approximately £300,000 in December 2025 to approximately £358,000 in April 2026. Our business is seasonal and we expect to generate close to £500,000 of revenues in June, September, October and November. Furthermore, we are forecasting breakeven in September, October and November 2026 which will be a significant milestone.
- We are concurrently working to submit R&D tax credits from the government which will total almost £400,000 in the coming 12-15 months.
- We continue to review liquidity and cash forecasts weekly and are constantly evaluating alternative funding options should we need to.
- We have reduced our monthly salary costs from £360,000 per month to a forecast £310,000 per month by Q4. People costs are 70% of our cost base so this materially impacts our cash flow.
- At the date of approval, the company holds cash of approximately £500,000.
On this basis, the directors are satisfied the company has sufficient resources to meet its obligations as they fall due for a period of at least 12 months from the date of approval, and have prepared the financial statements on the going concern basis.
2.3.
Significant judgements and estimations
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting
estimates if necessary. It also requires management to exercise judgement in applying the company accounting
policies.
2.4.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.5.
Intangible Fixed Assets and Amortisation - Other Intangible
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less
any accumulated amortisation and any accumulated impairment losses.
Patents and licences are being amortised evenly over their estimated useful life of four years.
Tiney Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
2.6.
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:
| Fixtures & Fittings |
|
| Computer Equipment |
|
2.7.
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. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Work-in-progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.
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.
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 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 instruments
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, 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 future payments discounted at a market
rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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 at amortised cost using the effective interest method.
Tiney Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
2.9.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
2.10.
Pensions
The company operates a defined contribution pension scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
3.
Average Number of Employees
Average number of employees, including directors, during the year was: 52 (2024: 39)
4.
Intangible Assets
| Other | |||
|---|---|---|---|
| £ | |||
| Cost | |||
| As at 1 January 2025 |
|
||
| As at 31 December 2025 |
|
||
| Amortisation | |||
| As at 1 January 2025 |
|
||
| As at 31 December 2025 |
|
||
| Net Book Value | |||
| As at 31 December 2025 |
|
||
| As at 1 January 2025 |
|
||
Tiney Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
5.
Tangible Assets
| Fixtures & Fittings | Computer Equipment | Total | |
|---|---|---|---|
| £ | £ | £ | |
| Cost | |||
| As at 1 January 2025 |
|
|
|
| Additions |
|
|
|
| As at 31 December 2025 |
|
|
|
| Depreciation | |||
| As at 1 January 2025 |
|
|
|
| Provided during the period |
|
|
|
| As at 31 December 2025 |
|
|
|
| Net Book Value | |||
| As at 31 December 2025 |
|
|
|
| As at 1 January 2025 |
|
|
|
6.
Investments
| Subsidiaries | |
|---|---|
| £ | |
| Cost or Valuation | |
| As at 1 January 2025 |
|
| As at 31 December 2025 |
|
| Provision | |
| As at 1 January 2025 |
|
| As at 31 December 2025 |
|
| Net Book Value | |
| As at 31 December 2025 |
|
| As at 1 January 2025 |
|
7.
Stocks
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Stock |
|
|
|
Tiney Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
8.
Debtors
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| Trade debtors |
|
|
|
| Other debtors | 1,437,696 | 1,183,472 | |
|
|
|
||
| Due after more than one year | |||
| Amounts owed by group undertakings | 7,318 | 7,318 | |
|
|
|
||
9.
Creditors: Amounts Falling Due Within One Year
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Trade creditors |
|
|
|
| Other creditors | 568,755 | 1,335,595 | |
| Taxation and social security |
|
|
|
|
|
|
||
10.
Creditors: Amounts Falling Due After More Than One Year
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Other creditors | 1,600,795 | - | |
12.
Directors Advances, Credits and Guarantees
Included within Debtors are the following loans to directors:
| As at 1 January 2025 | Amounts advanced | Amounts repaid | Amounts written off | As at 31 December 2025 | |
|---|---|---|---|---|---|
| £ | £ | £ | £ | £ | |
| Mr John Newbold |
|
|
|
- |
|
The above loan is unsecured, interest free and repayable on demand.
Tiney Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
13.
Share Based Payment Transactions
Approved Options
The Company operates an Approved EMI Share Option Plan where certain employees are granted options to purchase shares in the company. On exercise of the options by the employees, the Company issues new shares.
Since scheme inception in Feb-2019 options have been granted regularly at various exercise prices.The vesting schedule varies with each grant.
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year under the Approved EMI Share Option Plan.
The Company is unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted during the year is determined using the Black-Scholes model. The model is internationally recognised as being appropriate to value employee share schemes similar to the scheme the Company have in place.
|
2025
|
2025
|
2024
|
2024
|
|
|
No.
|
WAEP £
|
No.
|
WAEP £
|
|
|
Brought forward
|
262,451
|
0.63
|
251,120
|
0.63
|
|
Lapsed during the year
|
(30,549)
|
0.96
|
(27,700)
|
1.71
|
|
Exercise during the year
|
(4,304)
|
1.25
|
(2,188)
|
0.85
|
|
Granted during the year
|
1,345,912
|
0.42
|
41,219
|
0.80
|
|
Outstanding at 31 December
|
1,573,510
![1](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none"> <line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/> <line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/> </svg>){kind=small}
|
0.45
|
262,451
|
0.78
|
|
Exercisable at 31 December
|
774,183
|
0.45
|
2,188
|
0.80
|
Unapproved Options
The company also operate an unapproved share option plan for certain individuals. Under this plan, individuals are granted options over Ordinary shares with options vesting under differing schedules. Again, options under this plan have been granted at an exercise price equal to the fair value of the shares under option at the time of grant and therefore no expense is recognised in the financial statements for the options granted under this plan.
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year under the Unapproved Share Option Plan.
The Company is unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted during the year is determined using the Black-Scholes model. The model is internationally recognised as being appropriate to value employee share schemes similar to the scheme the Company have in place.
|
2025
|
2025
|
2024
|
2024
|
|
|
No.
|
WAEP £
|
No.
|
WAEP £
|
|
|
Brought forward
|
127,043
|
0.86
|
124,034
|
0.79
|
|
Lapsed during the year
|
(418)
|
0.46
|
-
|
6.00
|
|
Exercised during the year
|
(5,580)
|
0.00
|
-
|
5.11
|
|
Granted during the year
|
23,657
|
0.46
|
3,009
|
1.71
|
|
Outstanding at 31 December
|
144,702
|
0.27
|
127,043
|
0.86
|
|
Exercisable at 31 December
|
130,225
|
0.26
|
-
|
-
|
During the year a charge of £ 1,760,862 was recognised.