IO-CO IP Limited

	Page
Company Information	1
Balance Sheet	2—3
Notes to the Financial Statements	4—10

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IO-CO IP Limited

Balance Sheet

As At 31 October 2024

Balance Sheet

Registered number: 11032979

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		9,659		7,373
Investments	5		293,707		293,668

			303,366		301,041
CURRENT ASSETS
Debtors	6	459,938		7,832
Cash at bank and in hand		336,565		430,947

		796,503		438,779
Creditors: Amounts Falling Due Within One Year	7	(438,268 )		(491,336 )

NET CURRENT ASSETS (LIABILITIES)			358,235		(52,557 )

TOTAL ASSETS LESS CURRENT LIABILITIES			661,601		248,484

Creditors: Amounts Falling Due After More Than One Year	8		(16,868 )		(19,939 )

NET ASSETS			644,733		228,545

CAPITAL AND RESERVES
Called up share capital	10		1,680		1,645
Share premium account			1,436,903		867,026
Profit and Loss Account			(793,850 )		(640,126 )

SHAREHOLDERS' FUNDS			644,733		228,545

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IO-CO IP Limited

Balance Sheet (continued)

As At 31 October 2024

For the year ending 31 October 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

The financial statements were approved by the board of directors on 30 October 2025 and were signed on its behalf by:

Mr C A Butler

Director

The notes on pages 4 to 9 form part of these financial statements.

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IO-CO IP Limited

Notes to the Financial Statements

For The Year Ended 31 October 2024

Notes to the Financial Statements

1. General Information

IO-CO IP Limited is a private company, limited by shares, incorporated in England & Wales, registered number 11032979 .

The registered office is Winslow House, Church Lane, Ascot, Berkshire, SL5 7DD.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

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

2.2. Going Concern Disclosure

The accounts have been prepared on a going concern basis on the understanding that the company's creditors will continue to support the company for the foreseeable future.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

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

25% on reducing balance

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IO-CO IP Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 October 2024

2.5. Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

2.6. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.7. Taxation

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 year, 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.

2.8. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

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IO-CO IP Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 October 2024

2.9. Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

2.10. Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

2.11. Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

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IO-CO IP Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 October 2024

3. Average Number of Employees

Average number of employees, including directors, during the year was: 7 (2023: 6)

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 November 2023	15,390
Additions	4,552

As at 31 October 2024	19,942

Depreciation
As at 1 November 2023	8,017
Provided during the period	2,266

As at 31 October 2024	10,283

Net Book Value
As at 31 October 2024	9,659

As at 1 November 2023	7,373

5. Investments

	Subsidiaries	Associates	Total
	£	£	£
Cost or Valuation
As at 1 November 2023	-	293,668	293,668
Additions	1	38	39

As at 31 October 2024	1	293,706	293,707

Provision
As at 1 November 2023	-	-	-

As at 31 October 2024	-	-	-

Net Book Value
As at 31 October 2024	1	293,706	293,707

As at 1 November 2023	-	293,668	293,668

Subsidiaries

Details of the company's subsidiaries as at 31 October 2024 are as follows:

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IO-CO IP Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 October 2024

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Io-Co Lab Limited	1st Floor, Osprey House, Old Street, St Helier Jersey JE2 2RG	Ordinary shares	100.00%	-

Associates

Details of the company's associates as at 31 October 2024 are as follows:

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
State Mode Medical Limited	Winslow House Church Lane Ascot Berkshire SL5 7DD	Ordinary shares	8.51%	-
Niteshyft Limited	Winslow House Church Lane Ascot Berkshire SL5 7DD	Ordinary shares	10.79%	-

The principle activity of State Mode Medical Limited is the research, development and manufacture of fungi-based neuro-nutritional products, associated technologies, and industrial hardware.

The principle activity of Niteshyft Limited is the research, development and commercialisation of advanced sleep-aiding technologies and consumer products.

6. Debtors

	2024	2023
	£	£
Due within one year
Amounts owed by group undertakings	426,924	1,290
Other debtors	33,014	6,542

	459,938	7,832

7. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	16,465	4,059
Bank loans and overdrafts	3,073	2,997
Amounts owed to group undertakings	30,992	39,959
Other creditors	368,445	433,667
Taxation and social security	19,293	10,654

	438,268	491,336

8. Creditors: Amounts Falling Due After More Than One Year

	2024	2023
	£	£
Bank loans	16,868	19,939

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IO-CO IP Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 October 2024

9. Loans

An analysis of the maturity of loans is given below:

	2024	2023
	£	£
Amounts falling due within one year or on demand:
Bank loans	3,073	2,997

	2024	2023
	£	£
Amounts falling due between one and five years:
Bank loans	16,868	19,939

Bounce back loan is repayable in equal monthly instalments of £294.74 and final instalment is due in November 2030.

10. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	1,680	1,645

During the year, the company purchased 2,806 of its own £0.01p Ordinary shares for consideration of £49,974.86.

During the year, 6,372 Ordinary share having an aggregate nominal value of £194.57 were allotted for an aggregate consideration of £619,942.

11. Post Balance Sheet Events

During the year, the company received £350,045 in respect of share issued on 22 November 2024; the amount is disclosed within “other creditors”.

12. Related Party Disclosures

Nikid Design Limited

A company under common control

As at year end, the company owed £30,992 (2023: £39,959) to Nikid Design Limited.

State Mode Medical Limited

A company under common control

As at year end, State Mode Medical Limited owed £84,690 (2023: £1,266) to the company.

...CONTINUED

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IO-CO IP Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 October 2024

12. Related Party Disclosures - continued

Niteshyft Limited

A company under common control

As at year end, Niteshyft Limited owed £311,261 (2023: £16) to the company.

Included in the above balance is a note of £60,000 relating to convertible loan agreement (dated 29 January 2024) in place between Io-Co IP Limited and Niteshyft Limited, bearing interest at 5% per annum. Accordingly, Io-Co IP Limited can convert this loan note into equity of Niteshyft Limited at £4.55 per ordinary share before the final redemption date i.e. 29 January 2026.

Io-Co Lab Limited

Subsidiary company

As at year end, Io-Co Lab Limited owed £30,973 (2023: £-) to the company.

Director's loan account

As at year end, Mr N J Rose, a director of the company, owed £197 (2023: £-) to the company.

EMI Schemes

The company enters into EMI scheme with Mr C A Butler, a director of the company. The relevant details of

the scheme are as follow:

Agreement Date	01/08/2024	24/04/2024
Exercise Price	£15.38	£15.38
Option shares	10,000	5,000
Vesting Period	50% option shares vest on 01/08/2025
	50% option shares vest on 01/08/2026
Option Exercise Period	5 years from the date of each vesting period lapses	5 years from the date of agreement
No of shares as at 31/10/2024	168,036	168,036
% of Option Shares	5.95%	2.98%

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Directors	Mr N J Rose
	Mr C A Butler
	Mr M J Corbin
	Mr F A Fabrizi
	Mr P H Burgin
	Mr S Zaphiriou Zarifi

Company Number	11032979

Registered Office	Winslow House
	Church Lane
	Ascot
	Berkshire
	SL5 7DD

Accountants	Ripe LLP
	Chartered Accountants
	9a Burroughs Gardens
	London
	NW4 4AU