Company registration number 10143662 (England and Wales)
TOKEN.IO LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
TOKEN.IO LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
TOKEN.IO LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
3
18,751
33,315
Current assets
Debtors
4
1,525,504
8,245,733
Cash at bank and in hand
4,202,038
3,064,532
5,727,542
11,310,265
Creditors: amounts falling due within one year
5
(4,577,906)
(10,334,414)
Net current assets
1,149,636
975,851
Total assets less current liabilities
1,168,387
1,009,166
Provisions for liabilities
(4,684)
(8,329)
Net assets
1,163,703
1,000,837
Capital and reserves
Called up share capital
6
50,001
50,001
Profit and loss reserves
1,113,702
950,836
Total equity
1,163,703
1,000,837

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 24 June 2026 and are signed on its behalf by:
T A Clyde
Director
Company registration number 10143662 (England and Wales)
- 1 -
TOKEN.IO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
Company information

Token.io Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 10 John Street, London, WC1N 2EB.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Key judgements and assumptions underpinning this assessment:

- Parent company support: The company is reliant on its parent company for ongoing financial support. The directors have obtained confirmation from Token, Inc. that it intends to continue to provide financial support to the company for a period of at least twelve months from the date of approval of these financial statements, and will not seek repayment of amounts owed by the company during that period to the extent that doing so would render the company unable to pay its debts as they fall due.

- Revenue pipeline: The company has a contracted revenue stream under agreements with several major customers, which provides committed annual license fees plus variable transaction-based fees. The directors have also considered the broader customer pipeline and growth trajectory of the open banking market.

- Cash flow forecasts: The directors have reviewed cash flow forecasts for a period of at least twelve months from the date of signing these financial statements. These forecasts assume continued parent company funding, contracted revenue from existing customers, and controlled operating expenditure.

- 2 -
TOKEN.IO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
1.3
Revenue

The Company generates revenue from both (i) external customers and (ii) related-party transactions under a cost-plus agreement with its ultimate parent company, Token.io Inc. Revenue is measured at the fair value of the consideration received or receivable, net of discounts, rebates, and value-added taxes.

External Revenue Streams

Revenue from external customers is derived from multiple streams and is recognised as follows:

- License Revenues – Revenue from the sale of licenses is recognised on a straight-line basis over the contractual license period, reflecting the transfer of the right to use the license over time.

- Implementation Services – Revenue from implementation and related professional services is recognised over time using the percentage-of-completion method, based on the proportion of costs incurred to date relative to the total estimated costs required to complete the project. This method faithfully depicts the progress toward satisfying the performance obligation.

- Usage-Based Revenues – Revenue related to usage-based fees is recognised at the point in time when the underlying usage by the customer occurs.

Related-Party Revenue

Revenue earned under the cost-plus arrangement with Token.io Inc is recognised monthly and is measured based on the contractual cost-plus margin applied to the net results incurred.

Accrued and Deferred Revenue

The timing of revenue recognition may differ from the timing of customer invoicing, which can result in the recognition of either:

- Accrued Revenue (contract assets), when the stage of completion of the transaction at the end of accounting period can be reliably measured, or

- Deferred Revenue (contract liabilities), when cash is received or invoiced before the related performance obligations are satisfied.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation 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:

Fixtures and fittings
Straight line over 5 years
Computers
Straight line over 3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Impairment of fixed assets
- 3 -

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

TOKEN.IO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -

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. 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.

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.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Bank overdrafts are shown within borrowings in current liabilities.

The Company also maintains a collateral account with its banking partner in connection with credit card facilities. The balance on this account is restricted and not available for day-to-day operational use.

1.7
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.

Impairment of financial assets

The company assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. Evidence of impairment may include indications that the debtor or group of debtors is experiencing significant financial difficulty, default or delinquency in payments, or observable data indicating a measurable decrease in estimated future cash flows.

Trade debtors: The company applies the simplified approach under FRS 102 Section 11 and recognises a loss allowance based on expected credit losses. Given the nature of the company's customer base (principally large financial institutions and regulated entities), and the historical low incidence of default, the directors have recogni s ed an impairment provision against trade debtors as at 31 December 2025.

TOKEN.IO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
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, 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 paymen ts 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. A m ounts 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.

Intercompany b alances

As at 31 December 2025, the company's intercompany position consists solely of an amount due to its parent company, Token, Inc. Following the execution of a intercompany novation and netting agreement dated 31 December 2025, all previously outstanding intercompany receivables were extinguished. As the company holds no intercompany receivable at the balance sheet date, no impairment assessment is required in respect of intercompany balances.

1.8
Equity instruments

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.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

The company carries out qualifying research and development (R&D) activities that give rise to a claim for R&D tax relief under the UK Corporation Tax legislation. The R&D tax credit is recognised as part of the current tax charge or credit in the profit and loss account, consistent with the treatment of the related expenditure.

Where a cash repayment is expected from HMRC, the credit is presented as a current tax receivable. The claim is based on management’s best estimate of the amount expected to be recovered, supported by the R&D activities undertaken and external advice where applicable. Adjustments, if any, are recognised in the period when the claim is agreed with HMRC.

- 5 -
TOKEN.IO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Research and Development

The Company claims Research and Development ("R&D") tax credits under the UK SME R&D tax relief scheme. A tax credit receivable is recognised in the financial statements when the qualifying R&D expenditure has been incurred, the tax benefit can be reliably measured, and it is probable that the claim will be accepted by HM Revenue & Customs ("HMRC").

The R&D tax credit is recognised as a credit to the tax charge in the Profit and Loss account in the period to which the qualifying expenditure relates. Where the Company is loss-making and surrenders losses for a payable tax credit, the amount receivable is recognised as a current asset in the Balance Sheet.

1.10
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 or 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.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Leases
As lessee

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 lease s asset are consumed.

1.13

Prepayments

Prepayments represent amounts paid in advance for goods or services to be received in future accounting periods. Prepayments are initially recognised at cost and are subsequently expensed to the Profit and Loss Account on a straight-line basis over the period to which the underlying goods or services relate.

- 6 -
TOKEN.IO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
1.14

Cost of sales

Cost of sales comprise the direct costs attributable to the delivery of services during the period, including cloud hosting and infrastructure costs, third-party payment processing and API gateway fees, direct personnel costs for service delivery and customer implementation, and other direct costs of service provision.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
38
39
3
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2025
2,154
95,951
98,105
Additions
-
0
8,347
8,347
At 31 December 2025
2,154
104,298
106,452
Depreciation and impairment
At 1 January 2025
2,154
62,636
64,790
Depreciation charged in the year
-
0
22,911
22,911
At 31 December 2025
2,154
85,547
87,701
Carrying amount
At 31 December 2025
-
0
18,751
18,751
At 31 December 2024
-
0
33,315
33,315
4
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
543,678
590,744
Corporation tax recoverable
321,900
654,591
Amounts owed by group undertakings
-
0
6,144,629
Other debtors
184,316
330,278
Prepayments and accrued income
475,610
525,491
1,525,504
8,245,733
- 7 -
TOKEN.IO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
267,585
172,200
Amounts owed to group undertakings
3,162,007
9,120,556
Taxation and social security
147,740
147,997
Deferred income
506,981
504,099
Other creditors
276,242
48,913
Accruals and deferred income
217,351
340,649
4,577,906
10,334,414
6
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
50,001
50,001
50,001
50,001
7
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Senior Statutory Auditor:
Azhar Rana
Statutory Auditor:
PKF Littlejohn LLP
Date of audit report:
24 June 2026
- 8 -
TOKEN.IO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Operating lease commitments
As lessee

The company occupies serviced office space under a non-cancellable operating lease arrangement. Lease payments are recognised as an expense on a straight-line basis over the lease term. At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
Total commitments
114,485
375,921
9
Events after the reporting date

The following events occurred after 31 December 2025 which are relevant to an understanding of the financial statements:

On 30 January 2026, the company entered into a new license agreement. The licence commences on 19 June 2026 for a term of 12 months (expiring 30 June 2027), with a non-renewal notice period of 2 months. The monthly licence fee is £22,897 plus VAT (with the first month rent-free), resulting in total future minimum payments of approximately £251,867 over the term. A security deposit of £38,250 (excluding VAT) was also payable. This is a non-adjusting post balance sheet event

No other significant events Other than the matters disclosed above, there have been no significant events affecting the company since the reporting date that require disclosure in or adjustment to these financial statements.

10
Related party transactions

Transactions with parent company

During the year, the Company transacted with its parent company, Token, Inc., in the normal course of business. These transactions principally comprised intercompany funding arrangements and the recharge of shared group costs. As at 31 December 2025, the company had a net amount due to Token, Inc. of £3,319,717

Directors' transactions

During the year, the Company advanced a loan of £550,000 to Todd Clyde, Chief Executive Officer and a director of the Company. The loan was granted on 3 January 2025 and bore interest at a rate of 3% per annum, calculated on a daily basis for each day during which the loan was outstanding. The loan was repaid in full on 24 April 2025 and the accrued interests in the amount of £4,565 remain outstanding as at the year end date.

- 9 -
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