Company No: 09739211 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Investments	4	12,882,829		10,558,531
		12,882,829		10,558,531
Current assets
Debtors	5	15,461		29,344
Cash at bank and in hand		109,466		91,725
		124,927		121,069
Creditors: amounts falling due within one year	6	( 52,988)		( 51,692)
Net current assets		71,939		69,377
Total assets less current liabilities		12,954,768		10,627,908
Net assets		12,954,768		10,627,908
Capital and reserves
Called-up share capital	7	555		507
Share premium account		15,815,476		14,160,239
Other reserves	8	3,081,904		2,311,127
Profit and loss account		( 5,943,167 )		( 5,843,965 )
Total shareholders' funds		12,954,768		10,627,908

For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of IO Tech Group Limited (registered number: 09739211) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

H C Javice Director

17 July 2026

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

IO Tech Group 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 49a Brookland Rise, London, NW11 6DT, 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 Statement of Financial Position 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.

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 Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Comprehensive Income 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.

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 Black-Scholes 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 Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to and from related parties.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	4		4

3. Share-based payments

Equity-settled share-based payment schemes

The company has a share option scheme for all employees.

Options are exercisable at a price equal to the estimated fair value of the company’s shares on the date of grant. The vesting period is three years. If the options remain unexercised after a period of five years from the date of grant the options expire. Options are forfeited if the employee leaves the company before the options vest.

Details of the share options outstanding during the financial year are as follows:

	2025			2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	164,000	5.28		165,500	5.14
Granted during the period	10,500	6.25		10,000	5.70
Forfeited during the period	( 18,000)	6.25		( 11,500)	6.25
Outstanding at the end of the period	156,500	5.28		164,000	5.28
Exercisable at the end of the period	115,121	5.26		124,621	5.16

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

4. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 January 2025	10,558,531
Additions	2,324,298
At 31 December 2025	12,882,829
Carrying value at 31 December 2025	12,882,829
Carrying value at 31 December 2024	10,558,531

5. Debtors

	2025		2024
	£		£
Prepayments	13,157		28,329
VAT recoverable	2,304		1,015
	15,461		29,344

6. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	45,750		46,799
Amounts owed to directors	7,236		3,618
Accruals	2		1,275
	52,988		51,692

7. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
4,113,976 Ordinary shares of £ 0.0001 each (2024: 3,636,332 shares of £ 0.0001 each)	411.40		363.63
483,126 Preferred A preference shares of £ 0.0001 each	48.31		48.31
610,931 Preferred A-1 preference shares of £ 0.0001 each	61.09		61.09
342,757 Preferred A-2 preference shares of £ 0.0001 each	34.28		34.28
	143.68		143.68
	555.08		507.31

8. Other reserves

The other reserves balance of £3,081,904 consists of £2,344,748 recognised for Simple Agreements for Future Equity (SAFEs) and a share based payment reserve of £737,156.