Thanotech Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Thanotech Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 15854563 . The registered office is 210 Euston Road, London, NW1 2DA.

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.

The financial statements are presented in sterling, which is the company's functional currency, and are rounded to the nearest pound.

The current period covers the five months from 1 August 2025 to 31 December 2025 following a change in the company's accounting reference date. The comparative figures cover the period from 22 July 2024 to 31 July 2025, being 12 months and 10 days. In addition, the commercial terms governing the project management fee charged by the company were renegotiated with effect from 01st August 2025, and the rate charged reduced significantly from that date. For both reasons the comparative amounts are not directly comparable with those for the current period.

The company reported a loss for the period. As described in note 9, amounts invoiced to customers in advance of delivery were credited and repaid after the balance sheet date, and the related costs incurred during the period are not recoverable from those customers.

2.2. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern.

2.3. Turnover

Turnover represents amounts receivable for services provided in the ordinary course of business, stated net of value added tax.

The company arranges the supply of software services to its customers, contracting directly with those customers and having primary responsibility for delivery of the projects concerned. Turnover comprises project management fees receivable. Costs charged by software partners are recharged to customers and are presented as other operating income, with the corresponding costs presented within administrative expenses.

Turnover is recognised by reference to the stage of completion of the underlying project at the balance sheet date. Where the outcome of a project cannot be estimated reliably, turnover is recognised only to the extent of costs incurred that are considered recoverable.

Amounts received from customers in advance of the related recharge are not recognised as income and are held within creditors (note 7).

2.4. 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:

Computer Equipment

33.33% straight line on cost

2.5. Financial Instruments

The company holds only basic financial instruments, comprising trade and other debtors, cash at bank and in hand, trade and other creditors, and amounts owed by and to related parties.

Such instruments are recognised initially at transaction price and subsequently measured at amortised cost less any impairment. Amounts owed by and to related parties are interest free and repayable on demand, and are accordingly measured at the amounts advanced.

At each reporting date the company assesses whether there is objective evidence that a financial asset is impaired. Where such evidence exists, an impairment loss is recognised in profit or loss.

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Thanotech Ltd

Notes to the Financial Statements (continued)

For the Period 1 August 2025 to 31 December 2025

2.6. Foreign Currencies

Transactions in foreign currencies are translated into sterling at the rate of exchange ruling on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into sterling at the rate of exchange ruling at the balance sheet date. All exchange differences are recognised in arriving at operating profit.

2.7. 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 period, 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.

3. Average Number of Employees

Average number of employees, including directors, during the period was: 1 (2025: 1)

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 August 2025	1,879
Additions	953

As at 31 December 2025	2,832

Depreciation
As at 1 August 2025	399
Provided during the period	485

As at 31 December 2025	884

Net Book Value
As at 31 December 2025	1,948

As at 1 August 2025	1,480

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Thanotech Ltd

Notes to the Financial Statements (continued)

For the Period 1 August 2025 to 31 December 2025

5. Debtors

	31 December 2025	31 July 2025 as restated
	£	£
Due within one year
Trade debtors	1,796,334	475,577
Other debtors	48,314	3,030,431

	1,844,648	3,506,008

Other debtors comprises corporation tax recoverable of £46,650 (31 July 2025: £nil), value added tax recoverable of £1,124 (31 July 2025: £893) and prepayments of £540 (31 July 2025: £540).

All amounts are due within one year.

Corporation tax recoverable represents relief for trading losses of the period carried back against the profits of the preceding accounting periods under section 37 of the Corporation Tax Act 2010.

Amounts owed by Thanotech Software Solutions SL of £3,028,998 at 31 July 2025 were settled in full during the period, as described in note 10. No amount was outstanding at 31 December 2025.

6. Creditors: Amounts Falling Due Within One Year

	31 December 2025	31 July 2025 as restated
	£	£
Trade creditors	760,653	-
Other creditors	1,342,985	3,321,892
Taxation and social security	73,828	72,590

	2,177,466	3,394,482

Other creditors comprises amounts owed to Thanotech Software Solutions SL of £88,784 (31 July 2025: £696,131), accruals and deferred income of £1,253,868 (31 July 2025: £2,625,380) and other amounts of £333 (31 July 2025: £381).

Amounts owed to the related party are unsecured, interest free and repayable on demand.

Accruals and deferred income comprises amounts invoiced to or received from customers in advance of delivery of £1,081,158 (31 July 2025: £552,096), accrued software partner costs of £135,290 (31 July 2025: £2,054,060), accrued operating costs due to Thanotech Software Solutions SL of £35,618 (31 July 2025: £18,190) and other accruals of £1,802 (31 July 2025: £1,034).

Amounts invoiced to or received from customers in advance of delivery represent sums invoiced or received in respect of services not delivered at the balance sheet date, which are not recognised as income in accordance with the policy set out in note 2.3.

The balance includes £388,504 (31 July 2025: £388,504) advanced by customers in respect of Spanish value added tax charged on software partner invoices. As described in note 9, £1,032,741 of these amounts was credited and repaid to customers after the balance sheet date.

Accrued software partner costs represent costs in respect of work completed at the balance sheet date for which invoices were received after the period end. The comparative amount was accrued in respect of costs invoiced to Thanotech Software Solutions SL and is further described in note 10.

Taxation and social security comprises corporation tax of £71,756 (31 July 2025: £71,756) and other taxes and social security of £2,072 (31 July 2025: £834).

7. Share Capital

	31 December 2025	31 July 2025 as restated
	£	£
Allotted, Called up and fully paid	1	1

The allotted, called up and fully paid share capital of £1 (31 July 2025: £1) comprises ordinary shares of £1 each.

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Thanotech Ltd

Notes to the Financial Statements (continued)

For the Period 1 August 2025 to 31 December 2025

8. Post Balance Sheet Events

After the balance sheet date the company credited and repaid to customers £1,032,741 of the amounts invoiced in advance of delivery which are included within accruals and deferred income at 31 December 2025, as described in note 7, including £388,504 advanced by customers in respect of Spanish value added tax charged on software partners' invoices.

The director does not consider that any adjustment to the amounts recognised in these financial statements is required as a result of these events.

9. Related Party Transactions

The company is controlled by Mr John Overett, who owns the entire issued share capital and who also controls Thanotech Software Solutions SL, a company incorporated in Spain.

During the period the company incurred software partners’ costs of £206,022 (period ended 31 July 2025: £2,054,060) in respect of services invoiced to Thanotech Software Solutions SL. The remaining software partners’ costs of £5,275,457 (period ended 31 July 2025: £3,697,718) were invoiced to the company directly by third party partners and do not represent related party transactions.

Thanotech Software Solutions SL also incurs operating costs in Spain in connection with the delivery of services to the company’s customers. These costs are borne by the company and amounted to £17,273 (period ended 31 July 2025: £18,344). No invoice had been raised by that company in respect of these costs at the balance sheet date, and the cumulative amount of £35,618 (31 July 2025: £18,190) is included within accruals as described in note 7.

Amounts owed by Thanotech Software Solutions SL were £nil at 31 December 2025 (31 July 2025: £3,028,998).

During the period the company settled software partners’ invoices of £349,509 (period ended 31 July 2025: £356,880) and funded operating costs of £57 (period ended 31 July 2025: £15,146) on behalf of that company, and advanced loans of £125,534 (period ended 31 July 2025: £242,340). Amounts of £39,996 (period ended 31 July 2025: £15,000) were repaid by that company. The remaining balance of £3,464,102 was settled during the period by application against amounts owed to that company of £1,011,240 and against software partners’ invoices payable by the company of £2,452,862.

The balance outstanding at 31 July 2025 included £2,429,632 representing amounts received by Thanotech Software Solutions SL from the company’s customers in settlement of invoices issued by the company. From July 2025 all customer receipts have been paid directly to the company.

Amounts owed to Thanotech Software Solutions SL were £124,401 at 31 December 2025 (31 July 2025: £2,768,381), comprising £88,784 (31 July 2025: £696,131) in respect of software partners’ invoices settled by that company on the company’s behalf and £35,618 (31 July 2025: £2,072,250) in respect of accrued software partners and operating costs. Software partners’ invoices of £403,893 were settled by that company on the company’s behalf during the period (period ended 31 July 2025: £696,131).

All balances are unsecured, interest free and repayable on demand. No interest has been charged or received on any amount outstanding during either period. No guarantees have been given or received, and no amounts have been written off or provided against.

No advances or credits were granted to the director during either period, and no guarantees were entered into on his behalf.

The comparative disclosures differ from those presented in the financial statements for the period ended 31 July 2025, reflecting the restatement described in note 4 and the correction of amounts previously disclosed.

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		31 December 2025		31 July 2025 as restated
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		1,948		1,480

			1,948		1,480
CURRENT ASSETS
Debtors	5	1,844,648		3,506,008
Cash at bank and in hand		405,905		103,744

		2,250,553		3,609,752
Creditors: Amounts Falling Due Within One Year	6	(2,177,466 )		(3,394,482 )

NET CURRENT ASSETS (LIABILITIES)			73,087		215,270

TOTAL ASSETS LESS CURRENT LIABILITIES			75,035		216,750

NET ASSETS			75,035		216,750

CAPITAL AND RESERVES
Called up share capital	7		1		1
Profit and Loss Account			75,034		216,749

SHAREHOLDERS' FUNDS			75,035		216,750