ACCOUNTS - Final Accounts preparation

Registered number: 07471527

THE COCONUT COLLABORATIVE LTD

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

THE COCONUT COLLABORATIVE LTD

COMPANY INFORMATION

Directors	G Birman
	J Averdieck
	C Frost


Registered number	07471527


Registered office	10 Queen Street Place
	London
	United Kingdom
	EC4R 1AG


Independent auditors	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

THE COCONUT COLLABORATIVE LTD

CONTENTS

	Page
Directors' Report	1 - 3
Independent Auditors' Report	4 - 7
Consolidated Statement of Comprehensive Income	8
Consolidated Statement of Financial Position	9 - 10
Company Statement of Financial Position	11 - 12
Consolidated Statement of Changes in Equity	13
Company Statement of Changes in Equity	14
Notes to the Financial Statements	15 - 32

THE COCONUT COLLABORATIVE LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Business review

The UK & ROI business, our core market, continued to perform strongly in 2024, supported by expanded product lines including high-protein plant-based yogurts. While Group turnover remained broadly stable, the EU business faced ongoing challenges in price-sensitive markets due to inflationary pressures and shifting consumer priorities. In response, the EU business has adopted a revised operating model to support profitability. The US business ceased trading in 2023 and remains inactive.
In 2024, the business underwent a full rebrand to refresh its visual identity and better align with evolving consumer expectations around health, sustainability, and innovation. The successful completion of a Series B funding round in early 2024 has strengthened the Group’s financial position and enabled investment in innovation and operational efficiency.
In Q4 2024, the Group also commenced sales of a new sub-brand, Spooners aimed at expanding its reach in the chilled dessert category selling cookie dough desserts. The Directors are confident in the Group’s strategic direction and believe the business is well positioned to continue its growth in key markets through focused execution and brand-led expansion.

Directors

The directors who served during the year were:

G Birman

J Averdieck

C Frost

Page 1

THE COCONUT COLLABORATIVE LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The Group sources key raw materials, including coconut, from overseas suppliers, exposing the business to risks related to exchange rate fluctuations, commodity price volatility, and geopolitical disruptions. To mitigate short-term currency risk, the Group utilises forward contracts, while commodity pricing is managed through annual volume agreements with suppliers. Global shipping continues to be affected by geopolitical tensions as well as higher fuel and operating costs which have led to increased freight costs. The Group actively monitors these risks and maintains contingency plans to ensure supply chain resilience and cost stability.

Key performance indicators

The below table shows the earnings before interest, tax, depreciation and amortisation ('EBITDA') as well as foreign exchange. EBITDA is considered to be the key performance indicator for the Group. Depreciation & other charges contains non-cash items mapped to administrative expenses in the Statement of Comprehensive Income.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

On 18 November 2024, the Company’s auditors changed their name from Haysmacintyre LLP to HaysMac LLP.

The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 2

THE COCONUT COLLABORATIVE LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board and signed on its behalf.

................................................

J Averdieck

Director

Date: 9 December 2025

Page 3

THE COCONUT COLLABORATIVE LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE COCONUT COLLABORATIVE LTD

Opinion

We have audited the financial statements of The Coconut Collaborative Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 4

THE COCONUT COLLABORATIVE LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE COCONUT COLLABORATIVE LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Group Strategic Report.

Page 5

THE COCONUT COLLABORATIVE LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE COCONUT COLLABORATIVE LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for the Group and trade regulations. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

∙inspecting correspondence with regulators and tax authorities;

∙discussions with management including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

∙evaluating management's controls designed to prevent and detect irregularities;

∙identifying and testing accounting journal entries, in particular those journal entries which exhibited characteristics we had identified as possible indicators of irregularities; and

∙challenging assumptions and judgements made by management in their critical accounting estimates.

Page 6

THE COCONUT COLLABORATIVE LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE COCONUT COLLABORATIVE LTD (CONTINUED)

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Ian Cliffe (Senior Statutory Auditor)

for and on behalf of

HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

9 December 2025

Page 7

THE COCONUT COLLABORATIVE LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	Continuing operations	Discontin'd operations	Total	Restated Continuing operations	Restated Discontinued operations	Total
	2024	2024	2024	2023	2023	2023
Note	£	£	£	£	£	£


Turnover	3	16,412,872	-	16,412,872	16,367,010	108,561	16,475,571
Cost of sales		(10,701,991)	-	(10,701,991)	(10,637,659)	(102,588)	(10,740,247)
Gross profit		5,710,881	-	5,710,881	5,729,351	5,973	5,735,324
Distribution costs		(930,668)	-	(930,668)	(976,986)	(30,712)	(1,007,698)
Administrative expenses		(5,166,197)	-	(5,166,197)	(5,418,052)	(346,196)	(5,764,248)
Exceptional administrative expenses	6	-	-	-	(210,146)	-	(210,146)
Foreign exchange		(304,686)	-	(304,686)	688,931	(567,897)	121,034
Operating loss		(690,670)	-	(690,670)	(186,902)	(938,832)	(1,125,734)
Interest payable and similar expenses	5	(138,970)	-	(138,970)	(395,985)	-	(395,985)
Loss before taxation		(829,640)	-	(829,640)	(582,887)	(938,832)	(1,521,719)
Tax on loss		(10,718)	-	(10,718)	-	-	-
Loss for the financial year		(840,358)	-	(840,358)	(582,887)	(938,832)	(1,521,719)

(Loss) for the year attributable to:
Owners of the parent Company	(840,358)	-	(840,358)	(1,521,719)	-	(1,521,719)
	(840,358)	-	(840,358)	(1,521,719)	-	(1,521,719)

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 15 to 32 form part of these financial statements.

Page 8

THE COCONUT COLLABORATIVE LTD

REGISTERED NUMBER: 07471527

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	7		26,751		32,246
Tangible assets	8		85,232		60,220
			111,983		92,466
Current assets
Stocks	10	650,712		607,593
Debtors	11	2,737,950		2,809,199
Cash at bank and in hand	12	608,585		136,710
		3,997,247		3,553,502
Creditors: amounts falling due within one year	13	(5,654,995)		(10,455,601)
Net current liabilities			(1,657,748)		(6,902,099)
Total assets less current liabilities			(1,545,765)		(6,809,633)
Creditors: amounts falling due after more than one year	14		(14,407)		(14,576)
Net liabilities			(1,560,172)		(6,824,209)

Capital and reserves
Called up share capital		4,935	3,921
Share premium account	16	17,885,373	12,624,691
Other reserves	16	1,286,350	1,231,430
Capital contribution reserve	16	787,779	-
Retained reserves	16	(21,524,609)	(20,684,251)
		(1,560,172)	(6,824,209)

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 were approved and authorised for issue by the board and were signed on its behalf by:

................................................

J Averdieck

Director

Date: 9 December 2025

Page 9

THE COCONUT COLLABORATIVE LTD

REGISTERED NUMBER: 07471527

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The notes on pages 15 to 32 form part of these financial statements.

Page 10

THE COCONUT COLLABORATIVE LTD

REGISTERED NUMBER: 07471527

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	7		26,751		32,246
Tangible assets	8		84,539		57,899
Investments	9		1,221		1,221
			112,511		91,366
Current assets
Stocks	10	624,001		554,356
Debtors	11	2,510,665		4,414,407
Cash at bank and in hand	12	547,342		90,996
		3,682,008		5,059,759
Creditors: amounts falling due within one year	13	(5,264,235)		(10,089,739)
Net current liabilities			(1,582,227)		(5,029,980)
Total assets less current liabilities			(1,469,716)		(4,938,614)
Creditors: amounts falling due after more than one year	14		(14,407)		(14,576)
Net liabilities			(1,484,123)		(4,953,190)

Capital and reserves
Called up share capital			4,935		3,921
Share premium account	16		17,885,373		12,624,691
Other reserves	16		1,286,350		1,231,430
Capital contribution reserve	16		787,779		-
Retained reserves brought forward		(18,813,232)		(17,615,194)
Loss for the year		(2,635,328)		(1,317,231)
Other changes in retained reserves		-		119,193
Retained reserves carried forward			(21,448,560)		(18,813,232)
			(1,484,123)		(4,953,190)

Page 11

THE COCONUT COLLABORATIVE LTD

REGISTERED NUMBER: 07471527

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

J Averdieck

Director

Date: 9 December 2025

The notes on pages 15 to 32 form part of these financial statements.

Page 12


		THE COCONUT COLLABORATIVE LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Share option reserve	Capital contribution reserve	Retained reserves	Total equity
	£	£	£	£	£	£
At 1 January 2023	3,921	12,624,691	1,322,489	-	(19,281,725)	(5,330,624)

Loss for the year	-	-	-	-	(1,521,719)	(1,521,719)
Reversal of share option charge	-	-	(119,193)	-	119,193	-
Employee share option charge	-	-	28,134	-	-	28,134

At 1 January 2024	3,921	12,624,691	1,231,430	-	(20,684,251)	(6,824,209)

Loss for the year	-	-	-	-	(840,358)	(840,358)
Capital contribution from shareholders	-	-	-	787,779	-	787,779
Employee share option charge	-	-	54,920	-	-	54,920
Shares issued during the year	1,014	5,260,682	-	-	-	5,261,696
At 31 December 2024	4,935	17,885,373	1,286,350	787,779	(21,524,609)	(1,560,172)

The notes on pages 15 to 32 form part of these financial statements.

Page 13


		THE COCONUT COLLABORATIVE LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Share option reserve	Capital contribution reserve	Retained reserves	Total equity
	£	£	£	£	£	£
At 1 January 2023	3,921	12,624,691	1,322,489	-	(17,615,194)	(3,664,093)

Loss for the year	-	-	-	-	(1,317,231)	(1,317,231)
Reversal of share option charge	-	-	(119,193)	-	119,193	-
Employee share option charge	-	-	28,134	-	-	28,134

At 1 January 2024	3,921	12,624,691	1,231,430	-	(18,813,232)	(4,953,190)

Loss for the year	-	-	-	-	(2,635,328)	(2,635,328)
Capital contribution from shareholders	-	-	-	787,779	-	787,779
Employee share option charge	-	-	54,920	-	-	54,920
Shares issued during the year	1,014	5,260,682	-	-	-	5,261,696
At 31 December 2024	4,935	17,885,373	1,286,350	787,779	(21,448,560)	(1,484,123)

The notes on pages 15 to 32 form part of these financial statements.

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THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

The Coconut Collaborative Ltd is a private company, limited by shares, and incorporated in England and Wales. The Company's registered number is 07471527 and registered office address is 10 Queen Street Place, London, United Kingdom, EC4R 1AG. The Company's principal place of business is 20 St Thomas St, London SE1 9RS.
The principal activity of The Coconut Collaborative Limited (''the Company'') together with its subsidiaries (''the Group'') is the development and sale of yoghurts, desserts and other similar products. The Group primarily operates in the UK and ROI markets, with a subsidiary operating from mainland Europe.

2.Accounting policies

2.1

Basis of preparation of financial statements

The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Figures within the accounts have been rounded to the nearest £.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

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THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

As of 31 December 2024, the Group had a net liabilities position of £1,560,172 (2023: net liabilities position of £6,824,209), operating losses for the year of £690,670 (2023: £1,125,734) and cash of £605,966 including overdrafts (2023: £136,710).
The successful completion of the Group’s Series B funding in the year, supported by existing shareholders, demonstrates the continued confidence and support in the Group’s long-term strategic direction. The Directors expect that net cash inflows from future operating activities in conjunction with the cash generated from the share issues to be sufficient to cover the Group’s working capital requirements through to a breakeven position. The Group has also successfully launched Spooners which is expected to boost cash flows in future periods. There are mitigations available to the directors in ensuring effective working capital management as the Group aims to achieve its growth strategies.
As a result of the above matters, the directors are of the view that the Group will continue as a going concern and, therefore, will realise its assets and liabilities and commitments in the normal course of business and as the amounts stated in the financial statements. The Directors remain confident about the successful achievement of projected targets and therefore no adjustments have been made to these financial statements relating to the recoverability and classification of the asset carrying amounts or the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

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THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Finance costs

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.

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THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Defined benefit pension plan

The Group operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the Statement of Financial Position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of plan assets at the reporting date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS102 fair value hierarchy and in accordance with the Group's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and

b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

Page 18

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Consolidated Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to Consolidated Statement of Comprehensive Income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the Consolidated Statement of Comprehensive Income is charged with fair value of goods and services received.
The share option charge was calculated using the Black Scholes Option pricing model which requires the use of various estimates and assumptions.

2.10

Taxation

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 reporting date in the countries where the Company and the Group operate and generate income.

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 19

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Trademarks

years

2.13

Tangible fixed assets

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

				Plant and machinery	-		4 years
				Fixtures and fittings	-		4-5 years

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.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 20

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less cost to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less cost to complete and sell. The impairment loss is recognised immediately in the profit or loss.

2.16

Debtors

Short term debtors are measured at transaction price, less any impairment.

2.17

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.18

Creditors

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.

2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Turnover

The whole of the turnover is attributable to the sale of goods.

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	15,107,780	14,775,247
Rest of Europe	1,305,092	1,529,917
Rest of the world	-	170,407
	16,412,872	16,475,571

Page 21

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Employees

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	1,547,417	1,991,405	1,547,417	1,933,880
Social security costs	168,501	195,808	168,501	189,699
Share based payments	54,920	28,134	54,920	28,134
Cost of defined contribution scheme	94,431	72,711	94,431	71,101
	1,865,269	2,288,058	1,865,269	2,222,814

The average monthly number of employees, including directors, during the year was 25 (2023 - 25).

5.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	102,085	107,769
Other loan interest payable	36,885	288,216
	138,970	395,985

6.	Exceptional administrative expenses
		2024	2023
		£	£

Corporate restructure

210,146

Exceptional administrative expenditure relate to the costs incurred as part of the closing of the US subsidiary in the year ending 31 December 2023.

Page 22

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Intangible assets
	Group and Company

		Trademarks
		£
	Cost
	At 1 January 2024	104,172
	Additions - internal	5,032
	At 31 December 2024	109,204
	Amortisation
	At 1 January 2024	71,926
	Charge for the year	10,527
	At 31 December 2024	82,453
	Net book value
	At 31 December 2024	26,751
	At 31 December 2023	32,246

Page 23

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Tangible fixed assets
	Group

	Plant and machinery	Fixtures and fittings	Total
	£	£	£
Cost
At 1 January 2024	38,988	205,729	244,717
Additions	41,902	13,792	55,694
Disposals	-	(386)	(386)
At 31 December 2024	80,890	219,135	300,025
Depreciation
At 1 January 2024	26,420	158,077	184,497
Charge for the year	11,132	19,164	30,296
At 31 December 2024	37,552	177,241	214,793
Net book value
At 31 December 2024	43,338	41,894	85,232
At 31 December 2023	12,568	47,652	60,220

Page 24

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.Tangible fixed assets (continued)

	Company

	Plant and machinery	Fixtures and fittings	Total
	£	£	£
Cost
At 1 January 2024	38,988	197,610	236,598
Additions	41,902	13,792	55,694
At 31 December 2024	80,890	211,402	292,292
Depreciation
At 1 January 2024	26,420	152,279	178,699
Charge for the year	11,132	17,922	29,054
At 31 December 2024	37,552	170,201	207,753
Net book value
At 31 December 2024	43,338	41,201	84,539
At 31 December 2023	12,568	45,331	57,899

Page 25

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2024	1,221
	At 31 December 2024	1,221

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	The Coconut Collaborative BV	Kingsfordweg 151, Amsterdam, 1043GR	Ordinary	100%
	Spooners Desserts Limited (formerly Bon Devil Holdings Limited)	10 Queen Street Place, London, United Kingdom, EC4R	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

	The Coconut Collaborative BV	(2,467,050)	(673,149)
	Spooners Desserts Limited (formerly Bon Devil Holdings Limited)	1	-

All subsidiary undertakings are under direct ownership. The Coconut Collaborative Inc was closed in 2023.
Spooners Desserts Limited has a 49% holding in Bon Devil North America Inc.

Page 26

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Stocks
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Raw materials and consumables	-	11,066	-	11,066
Finished goods and goods for resale	650,712	596,527	624,001	543,290
	650,712	607,593	624,001	554,356

The difference between purchase price or production cost of stocks and their replacement cost is not material.

11.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Trade debtors	2,359,836	2,372,274	2,161,797	2,103,140
Amounts owed by group undertakings	-	-	-	1,897,557
Other debtors	188,441	199,402	170,191	175,775
Prepayments	124,444	150,542	113,448	150,954
Tax recoverable	65,229	86,981	65,229	86,981
	2,737,950	2,809,199	2,510,665	4,414,407

12.	Cash
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	608,585	136,710	547,342	90,996
Less: bank overdrafts	(2,619)	-	(2,619)	-
	605,966	136,710	544,723	90,996

Page 27

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Creditors: amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank overdrafts	2,619	-	2,619	-
Other loans	308,399	3,827,313	308,399	3,827,313
Trade creditors	2,250,950	2,491,784	2,064,943	2,246,040
Amounts due to factoring companies	1,090,898	1,364,015	1,090,898	1,364,015
Other taxation and social security	69,875	53,116	69,875	53,116
Other creditors	31,960	103,579	20,772	103,579
Accruals and deferred income	1,900,294	2,615,794	1,706,729	2,495,676
	5,654,995	10,455,601	5,264,235	10,089,739

Investec Capital Solutions Limited holds a fixed charge over the assets of the Company. At the year end the amounts owed to Capital Solutions Limited totalled £1,090,898 (2023: £1,364,015).
In the current year, loans totalling £2,820,265 were converted to shares. In the prior year, it was agreed for the interest rates for the loans to be renegotiated from 24% to 10% p.a.. As part of the conversion process and discussions, it was agreed for the 10% interest to be waived, with just the principal loans being converted to capital with the accrued interest to date relating to this waiver being recorded as a capital contribution from shareholders in the year.

14.	Creditors: amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Other loans	14,407	14,576	14,407	14,576

Page 28

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Amounts falling due within one year
Other loans	308,399	3,827,313	308,399	3,827,313
Amounts falling due 1-2 years
Other loans	-	-	-	-
Amounts falling due after more than 5 years
Other loans	14,407	14,576	14,407	14,576
	322,806	3,841,889	322,806	3,841,889

16.

Reserves

Share premium account

Amount subscribed for share capital in excess of nominal value is recognised within the share premium account.

Capital contribution reserve

Includes the interest that was waived by shareholders as part of the completion of Series B funding in January 2024.

Retained reserves

Includes cumulative profit and loss and all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

Share option reserve
Includes cumulative charges in respect of employee share options.

Page 29

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Share-based payments
	The Company operates an Enterprise Management Incentive Scheme for the purpose of incentivising key members of staff. All share options issued by the Company are valued at fair value at the date of grant. As at the date of grant, management have adjusted the number of equity instruments expected to vest. The options have no service requirement attached but can only be exercised at the earliest of the folllowing events: ∙a sale of the Company; ∙a listing of the Company's shares; ∙the Company selling its buinsess in such a way that the "trading activities requirement" is no longer met; or ∙if the above has not occurred before the ninth anniversary of the date of grant, the option may be exercised in respect of vested shares. Therefore, as the options can, in theory, be exercised anytime in the next 9 years, the full charge has been recognised in the year. During the year a net share based payment charge has been recognised of £54,920 (2023: £91,059 charge) in respect of options vesting in the year.
		Weighted average exercise price (pence) 2024	Number 2024	Weighted average exercise price (pence) 2023	Number 2023

Outstanding at the beginning of the year	1,360	25,529	1,470	16,929
Granted during the year		-	1,200	10,050
Forfeited during the year	1,200	(350)	1,412	(1,450)
Exercised during the year		-		-
Outstanding at the end of the year	1,362	25,179	.	25,529

					2024	2023

Option pricing model used	Black Scholes	Black Scholes
Weighted average share price (pence)	5,600	5,600
Exercise price (pence)	1,200	1,200
Expected volatility	50%	50%
Risk-free interest rate	4.5%	4.5%

Page 30

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.Share-based payments (continued)

					2024	2023
					£	£

Charge to income statement

54,920

28,134

18.	Prior year adjustments

During the preparation of these financial statements, it was noted that the administrative expenses mapping in the prior year comparatives between continued and discontinued operations was materially misallocated due to an error in the mapping process.
The discontinued operations administrative expenses figure was overstated by £1,119,014, with the continued operations administrative expenses figure therefore being understated by £1,119,014.
The impact on the statement of comprehensive income is as follows:
Year ended 31 December 2023 - £:
   As previously stated Adjustment As restated
Administrative expenses - discontinued 2,032,707 (1,119,014) 913,693
Administrative expenses - continued 3,610,507 1,119,014 4,729,521
   As previously stated Adjustment As restated
Loss - discontinued     2,057,446 (1,119,014) 938,432
Profit/(Loss) - continued 535,727 1,119,014 (583,287)
Total loss   1,521,719 - 1,521,719
The above adjustment has not impacted the total Group loss for the year ended 31 December 2023.

19.	Pension commitments

The Group operates a defined contribution pension scheme. During the period the Group made contributions totalling £94,431 (2023: £72,711). At the year-end, pensions payable totalled £11,805 (2023: £1,001).

Page 31

THE COCONUT COLLABORATIVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Not later than 1 year	115,200	-	115,200	-
Later than 1 year and not later than 5 years	57,600	-	57,600	-
	172,800	-	172,800	-

Operating lease payments of £137,658 (2023: £122,472) have been recognised as an expense during the year.

21.

Related party transactions

Consultancy fees totalling £50,000 (2023: £50,000) and expenditure totalling £934 (2023: £561) were paid to Grovemoor Estates Limited, a Company connected to M Wosner who is an indirect shareholder in the Group. At year end, £4,167 of this balance was included within accruals (2023: £10,000).
During the year, expenditure of £9,960 (2023: £1,493) was recognised for the business travel and related expenses of J Averdieck, which was within accruals and trade creditors at year end. Included within other creditors and accruals at year end is a loan balance owed to J Averdieck of £123,008 (2023: £405,426).
Due to Series B completing in the year, there is no balance owed to WF Estates, a company connected to M Wosner who is an indirect shareholder in the Group (2023: £2,179,801).
During the year, expenditure of £4,810 was recognised for the business travel of G Birman. Included within other creditors and accruals at year end is a loan balance owed to Powerplant Ventures, a Company connected to G Birman who is a director in the Group, of nil (2023: £1,662,268).
All related party transactions are at arm's length.

22.	Controlling party

The directors do not consider there to be an ultimate controlling party.

Page 32