Company No: 06825906 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

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

	Note	2022		2021
		£		£
Fixed assets
Intangible assets	3	198,634		241,370
Tangible assets	4	3,590		7,549
Investments	5	625		626
		202,849		249,545
Current assets
Debtors	6	88,578		160,143
Cash at bank and in hand		106,347		12,384
		194,925		172,527
Creditors: amounts falling due within one year	7	( 33,306)		( 37,721)
Net current assets		161,619		134,806
Total assets less current liabilities		364,468		384,351
Creditors: amounts falling due after more than one year		( 30,833)		( 40,833)
Net assets		333,635		343,518
Capital and reserves
Called-up share capital	8	371		370
Share premium account		77,215		76,816
Profit and loss account		256,049		266,332
Total shareholders' funds		333,635		343,518

For the financial year ending 31 December 2022 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 Income and Retained Earnings has not been delivered.

The financial statements of Ionoco Holdings Limited (registered number: 06825906) were approved and authorised for issue by the Board of Directors on 20 June 2023. They were signed on its behalf by:

Paula Jayne Miller Director

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	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.

2. Employees

	2022		2021
	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 2022	119,385		407,500		526,885
At 31 December 2022	119,385		407,500		526,885
Accumulated amortisation
At 01 January 2022	115,339		170,176		285,515
Charge for the financial year	4,046		38,690		42,736
At 31 December 2022	119,385		208,866		328,251
Net book value
At 31 December 2022	0		198,634		198,634
At 31 December 2021	4,046		237,324		241,370

4. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2022	65,956		65,956
At 31 December 2022	65,956		65,956
Accumulated depreciation
At 01 January 2022	58,407		58,407
Charge for the financial year	3,959		3,959
At 31 December 2022	62,366		62,366
Net book value
At 31 December 2022	3,590		3,590
At 31 December 2021	7,549		7,549

5. Fixed asset investments

Investments in subsidiaries

	2022
	£
Cost
At 01 January 2022	626
Disposals	( 1)
At 31 December 2022	625
Carrying value at 31 December 2022	625
Carrying value at 31 December 2021	626

Investments in shares

Name of entity	Registered office	Nature of business	Class of shares	Ownership 31.12.2022	Ownership 31.12.2021
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

	2022		2021
	£		£
Amounts owed by own subsidiaries	68,919		157,278
Other debtors	19,659		2,865
	88,578		160,143

Included within other debtors is an amount owed by a director of £7,654 (2021: Nil). The amount bears no interest and is repayable on demand.

7. Creditors: amounts falling due within one year

	2022		2021
	£		£
Bank loans	10,000		9,167
Trade creditors	4,366		20,450
Other creditors	18,940		8,104
	33,306		37,721

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

8. Called-up share capital

	2022		2021
	£		£
Allotted, called-up and fully-paid
31,893 Ordinary A shares of £ 0.01 each (2021: 31,793 shares of £ 0.01 each)	319		318
5,209 Ordinary B shares of £ 0.01 each	52		52
	371		370

9. Financial commitments

The Company had no material capital commitments at the year ended 31 December 2022.

10. Events after the Balance Sheet date

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