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Registered number: 14685404
TONK LABS LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 28 FEBRUARY 2026
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TONK LABS LIMITED
REGISTERED NUMBER: 14685404
BALANCE SHEET
AS AT 28 FEBRUARY 2026
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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Creditors: amounts falling due after more than one year
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TONK LABS LIMITED
REGISTERED NUMBER: 14685404
BALANCE SHEET (CONTINUED)
AS AT 28 FEBRUARY 2026
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 9 form part of these financial statements.
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TONK LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
Tonk Labs Limited (the 'Company') is a private company limited by shares and incorporated in England and Wales. Its registered office is 64 Nile Street, London, England, N1 7SR.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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 following principal accounting policies have been applied:
The Company incurred a loss for the financial year and had net liabilities of £1,363,519 (2025 - £758,989) at the year end. The financial statements have been prepared on the going concern basis, which assumes that the Company will continue as a going concern for the foreseeable future. The trading losses reported to date are consistent with the Company's business plan as it progresses its research and development activities.
Given the investment received, together with the development progress achieved, the directors have a reasonable expectation that the Company will be able to meet its liabilities as they fall due for the foreseeable future and therefore continue to adopt the going concern basis.
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FOREIGN CURRENCY TRANSLATION
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Turnover comprises business and domestic software development provided during this period, exclusive of Value Added Tax. Turnover is recognised as the fair value of the consideration received or receivable and is recognised in the Profit and Loss Account in the period to which it relates.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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TONK LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
Research and development expenditure is written off to the Profit and loss account in the period in which it is incurred.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
DEFINED CONTRIBUTION PENSION PLAN
The Company operates a defined contribution pension plan for its employees. A defined contribution pension plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive 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.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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TONK LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Cryptocurrency used by the company during its normal course of business is accounted for as stocks pursuant to a notice published by the ICAEW technical advisory service. The company receives payment in the form of cryptocurrency these funds are used to make payments in the course of business. The only Cryptocurrencies held by the company are pegged to the US dollar. It is therefore not holding cryptocurrencies as an investment with a view to long-term capital appreciation.
At each balance sheet date, any residual inventory balance is assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to sell. Any gains or losses in the period are recognised immediately in profit or loss for the period.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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CASH AND CASH EQUIVALENTS
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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TONK LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the year was 3 (2025 - 3).
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Charge for the year on owned assets
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TONK LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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DUE AFTER MORE THAN ONE YEAR
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Prepayments and accrued income
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TONK LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
7.DEBTORS (CONTINUED)
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Accruals and deferred income
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Other creditors include contributions of £Nil (2025 - £257) payable to the Company's defined contribution pension scheme at the balance sheet date.
Other Loans comprise an agreement for future equity totalling £145,000 (2025 - £Nil). This will convert to equity on a qualifying event as outlined by the agreement. Otherwise, conversion to equity will occur at the longstop date, being 3 years from the date of the agreement, if the qualifying event has not occurred before then.
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
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Other loans comprise:
∙Simple agreements for future equity (SAFE) totalling £2,583,644 (2025 - £2,750,650). These will convert to equity in the event of a qualifying round or liquidity event; and
∙An agreement for future equity totalling £Nil (2025 - £145,000). This will convert to equity on a qualifying event as outlined by the agreement. Otherwise, conversion to equity will occur at the longstop date, being 3 years from the date of the agreement, if the qualifying event has not occurred before then.
Other creditors comprise token warrants with an expiration date of ten years from the date of agreement, the warrants protect investors rights to a potential purchase of future tokens but not a commitment to do so.
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TONK LABS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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ALLOTTED, CALLED UP AND FULLY PAID
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735,000 (2025 - 800,000) Ordinary shares of £0.0001 each
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65,000 (2025 - Nil) Deferred shares of £0.0001 each
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On 12 January 2026, 65,000 Ordinary shares of £0.0001 each were redesignated to 65,000 Deferred shares of £0.0001 each.
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COMMITMENTS UNDER OPERATING LEASES
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At 28 February 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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