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Company No: 06825906 (England and Wales)

IONOCO HOLDINGS LIMITED

Unaudited Financial Statements
For the financial year ended 31 December 2023
Pages for filing with the registrar

IONOCO HOLDINGS LIMITED

Unaudited Financial Statements

For the financial year ended 31 December 2023

Contents

IONOCO HOLDINGS LIMITED

COMPANY INFORMATION

For the financial year ended 31 December 2023
IONOCO HOLDINGS LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2023
DIRECTORS William Samuel Arrowsmith
Simon Dominic Ingram
Paula Jayne Miller
SECRETARY Paula Jayne Miller
REGISTERED OFFICE C/O Praxis
1 Poultry
London
EC2R 8EJ
United Kingdom
COMPANY NUMBER 06825906 (England and Wales)
CHARTERED ACCOUNTANTS Praxis
1 Poultry
London
EC2R 8EJ
United Kingdom
IONOCO HOLDINGS LIMITED

BALANCE SHEET

As at 31 December 2023
IONOCO HOLDINGS LIMITED

BALANCE SHEET (continued)

As at 31 December 2023
Note 2023 2022
£ £
Fixed assets
Intangible assets 3 175,704 198,634
Tangible assets 4 468 3,590
Investments 5 625 625
176,797 202,849
Current assets
Debtors 6 71,897 88,578
Cash at bank and in hand 146,662 106,347
218,559 194,925
Creditors: amounts falling due within one year 7 ( 46,686) ( 33,306)
Net current assets 171,873 161,619
Total assets less current liabilities 348,670 364,468
Creditors: amounts falling due after more than one year 8 ( 20,833) ( 30,833)
Net assets 327,837 333,635
Capital and reserves
Called-up share capital 9 471 371
Share premium account 77,215 77,215
Profit and loss account 250,151 256,049
Total shareholders' funds 327,837 333,635

For the financial year ending 31 December 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Ionoco Holdings Limited (registered number: 06825906) were approved and authorised for issue by the Board of Directors on 30 August 2024. They were signed on its behalf by:

Paula Jayne Miller
Director
IONOCO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
IONOCO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Ionoco Holdings Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is C/O Praxis, 1 Poultry, London, EC2R 8EJ, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of the [appropriate pricing] model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Goodwill 10 years straight line
Other intangible assets 5 - 10 years straight line
Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc. 3 - 4 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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 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 measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Loans and borrowings
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a financing transaction it is measured at X.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

2. Employees

2023 2022
Number Number
Monthly average number of persons employed by the Company during the year, including directors 0 0

3. Intangible assets

Goodwill Other intangible assets Total
£ £ £
Cost
At 01 January 2023 119,385 407,500 526,885
Additions 0 19,800 19,800
At 31 December 2023 119,385 427,300 546,685
Accumulated amortisation
At 01 January 2023 119,385 208,866 328,251
Charge for the financial year 0 42,730 42,730
At 31 December 2023 119,385 251,596 370,981
Net book value
At 31 December 2023 0 175,704 175,704
At 31 December 2022 0 198,634 198,634

4. Tangible assets

Plant and machinery etc. Total
£ £
Cost
At 01 January 2023 65,956 65,956
At 31 December 2023 65,956 65,956
Accumulated depreciation
At 01 January 2023 62,366 62,366
Charge for the financial year 3,122 3,122
At 31 December 2023 65,488 65,488
Net book value
At 31 December 2023 468 468
At 31 December 2022 3,590 3,590

5. Fixed asset investments

Investments in subsidiaries

2023
£
Cost
At 01 January 2023 625
At 31 December 2023 625
Carrying value at 31 December 2023 625
Carrying value at 31 December 2022 625

Investments in associates Total
£ £
Cost or valuation before impairment
At 01 January 2023 0 0
At 31 December 2023 0 0
Carrying value at 31 December 2023 0 0
Carrying value at 31 December 2022 0 0

The company holds a 20% shareholding in RTAD Limited, which is classified as an associate due to the significant influence exerted over the financial and operating policies of the associate.

Investments in shares

Name of entity Registered office Principal activity Class of
shares
Ownership
31.12.2023
Ownership
31.12.2022
RTAD Limited C/O Praxis, 1 Poultry, London, United Kingdom, EC2R 8EJ Software development Ordinary 20.00% 90.00%
PATH Productions Limited C/O Praxis, 1 Poultry, London, United Kingdom, EC2R 8EJ Software development Ordinary 100.00% 100.00%
Munty Towers Software Limited C/O Praxis, 1 Poultry, London, United Kingdom, EC2R 8EJ Software development Ordinary 100.00% 100.00%
Ionoco, Inc. 10845 Vanowen Street, Suite 6, North Hollywood, CA91605 Software development Ordinary 100.00% 100.00%

6. Debtors

2023 2022
£ £
Amounts owed by own subsidiaries 55,330 68,919
Other debtors 16,567 19,659
71,897 88,578

Included within other debtors is an amount owed by a director of £Nil (2022: £7,654). The amount bears no interest and is repayable on demand.

7. Creditors: amounts falling due within one year

2023 2022
£ £
Bank loans 10,000 10,000
Trade creditors 12,614 4,366
Other creditors 24,072 18,940
46,686 33,306

There are no amounts included above in respect of which any security has been given by the small entity.

8. Creditors: amounts falling due after more than one year

2023 2022
£ £
Bank loans 20,833 30,833

There are no amounts included above in respect of which any security has been given by the small entity.

9. Called-up share capital

2023 2022
£ £
Allotted, called-up and fully-paid
34,002 Ordinary A shares of £ 0.01 each (2022: 31,893 shares of £ 0.01 each) 340 319
13,100 Ordinary B shares of £ 0.01 each (2022: 5,209 shares of £ 0.01 each) 131 52
471 371

10. Financial commitments

The Company had no material capital commitments at the year ended 31 December 2023.

11. Events after the Balance Sheet date

There have been no events after the balance sheet date affecting the Company since the financial year.