REGISTERED NUMBER: 13145710 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 January 2025

for

HIPHOPS.IO LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Director:

T Manterfield

Registered office:

2 Baldingstone

Bury

Manchester

BL9 6RX

Registered number:

13145710 (England and Wales)

Accountants:

Cooper Parry Advisory Limited

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

Current assets

Debtors

4

3,232

3,970

Cash at bank

125,661

425,671

128,893

429,641

Creditors

Amounts falling due within one year

5

1,057,499

1,065,610

Net current liabilities

(928,606

)

(635,969

)

Total assets less current liabilities

(928,606

)

(635,969

)

Capital and reserves

Called up share capital

6

1

1

Share premium

40,499

40,499

Other reserves

-

2,893

Retained earnings

(969,106

)

(679,362

)

Shareholders' funds

(928,606

)

(635,969

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 January 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 January 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the director and authorised for issue on 1 October 2025 and were signed by:

T Manterfield - Director

1.	Statutory information

hiphops.io Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements have been prepared on a going concern basis. The company has incurred losses during the reporting period however it has been successful in raising investment funds during the reporting period. The directors are of the opinion that the company will have sufficient resources to meet its obligations if and when they fall due and it is on this basis they believe that they should adopt the going concern basis in preparing the financial statements.

Key source of estimation, uncertainty and judgement

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

Share based payments have been made to employees of the company. The fair value of any vested share options is recognised in the income statement. The fair value of share options is estimated using the Black-Scholes model. The fair value of the ordinary shares in issue at the date of granting the options is used as an input to the model.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based payment transactions

The company operates an equity-settled compensation plan. The fair value of the services received in exchange for the grant of the options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled.

3.	Employees and directors

The average number of employees during the year was 3 (2024 - 4 ) .

4.

Debtors: amounts falling due within one year

2025

2024

£

£

Trade debtors

-

719

Other debtors

3,232

3,251

3,232

3,970

5.

Creditors: amounts falling due within one year

2025

2024

£

£

Taxation and social security

5,841

12,862

Other creditors

1,051,658

1,052,748

1,057,499

1,065,610

Included in Other Creditors is £1,043,814 in relation to an Advanced Subscription Agreements (ASA) for a potential issue of 74,938 shares to be issued during financial year 2026.

6.	Called up share capital

The company has the following issued share capital:

211,993 Ordinary shares at an aggregate nominal value of £0.211993

139,727 Deferred shares at an aggregate nominal value of £0.139727

For the purposes of the financial statements the company's aggregate nominal share capital has been rounded up to the nearest £1.

7.	Share-based payment transactions

The company operates an EMI qualifying share option scheme and, as at the year end, the company had granted 106,287 EMI qualifying share options (2024: 106,287) to 3 employees at an average weighted exercise price of £0.000001 per share (2024: £0.000001). At the statement of financial position date, 19,000 share options had vested (2024: 19,000), 1,258 share options had lapsed (2024: 5,030) and nil options had been exercised (2024: 99,000). The share options vest over varying periods of up to 4 years from the date of grant with a cliff ranging up to 12 months. A credit amount of £2,893 has been charged to the income statement in respect of the EMI approved share option scheme.

The company also operates an unapproved share option scheme and, as at the year end, the company had granted 1,258 EMI qualifying share options (2024: 1,258) to 1 of its contractors at an average weighted exercise price of £0.000001 per share (2024: £0.000001). At the statement of financial position date, 425 share options had vested (2024: 425), 425 share options had lapsed (2024: nil) and nil options had been exercised (2024: nil). The share options vest over varying periods of up to 4 years from the date of grant with a cliff ranging up to 12 months. An amount of £1,233 has been charged to the income statement in respect of the EMI approved share option scheme.