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REGISTERED NUMBER: 11834085 (England and Wales)













FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

OWKIN UK LTD

OWKIN UK LTD (REGISTERED NUMBER: 11834085)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


OWKIN UK LTD

COMPANY INFORMATION
for the Year Ended 31 December 2023







DIRECTORS: Owkin, Inc.
Ms M Olivares





REGISTERED OFFICE: 10 John Street
London
WC1N 2EB





REGISTERED NUMBER: 11834085 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

OWKIN UK LTD (REGISTERED NUMBER: 11834085)

BALANCE SHEET
31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 4,920 6,148

CURRENT ASSETS
Debtors 5 7,449,553 3,010,350
Cash at bank 606,046 91,026
8,055,599 3,101,376
CREDITORS
Amounts falling due within one year 6 7,781,251 2,899,665
NET CURRENT ASSETS 274,348 201,711
TOTAL ASSETS LESS CURRENT
LIABILITIES

279,268

207,859

CAPITAL AND RESERVES
Called up share capital 8 1 1
Other reserves 9 157,248 92,637
Retained earnings 9 122,019 115,221
SHAREHOLDERS' FUNDS 279,268 207,859

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2024 and were signed on its behalf by:





Ms M Olivares - Director


OWKIN UK LTD (REGISTERED NUMBER: 11834085)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

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

The company's business address is: Gridiron Building, 1 Pancras Square, London, N1C 4AG.

2. ACCOUNTING POLICIES

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

The ultimate parent company, Owkin Inc, will continue to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for the foreseeable future, and in any event for a period in excess of 12 months and 1 day from the date of the audit report signing. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these financial statements.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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

Turnover relates to costs recharged to group members and is recognised when the costs have been incurred.

Tangible fixed assets
Tangible fixed assets are initially measured at cost. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery etc - 33% on cost.

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

OWKIN UK LTD (REGISTERED NUMBER: 11834085)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

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

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments
Basic Financial Instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS 102.

Share-based payments
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The share based payment expense is recognised on a reasonable allocation of the group expense.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 30 (2022 - 14 ) .

OWKIN UK LTD (REGISTERED NUMBER: 11834085)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 January 2023 13,776
Additions 2,249
At 31 December 2023 16,025
DEPRECIATION
At 1 January 2023 7,628
Charge for year 3,477
At 31 December 2023 11,105
NET BOOK VALUE
At 31 December 2023 4,920
At 31 December 2022 6,148

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Amounts owed by group undertakings 2,469,001 676,846
Other debtors 4,980,552 2,333,504
7,449,553 3,010,350

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade creditors 63,490 28,755
Amounts owed to group undertakings 7,254,844 2,604,378
Taxation and social security 164,991 91,773
Other creditors & accruals 297,926 174,759
7,781,251 2,899,665

7. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
31.12.23 31.12.22
£    £   
Within one year 60,000 232,500

8. CALLED UP SHARE CAPITAL

Allotted and issued:
Number: Class: Nominal 31.12.23 31.12.22
value: £    £   
1 Ordinary £1 1 1

OWKIN UK LTD (REGISTERED NUMBER: 11834085)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

9. RESERVES
Retained Other
earnings reserves Totals
£    £    £   

At 1 January 2023 115,221 92,637 207,858
Deficit for the year (49,120 ) - (49,120 )
Share option charge - 120,529 120,529
Forfeiture of share options 55,918 (55,918 ) -
At 31 December 2023 122,019 157,248 279,267

Other reserves are a capital contribution reserve and therefore are non-distributable reserves.

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Amy Enslin (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-
"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 a Report of the Auditors 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."

11. ULTIMATE PARENT COMPANY

The ultimate parent company is Owkin, Inc., a company incorporated in the USA. Its registered office is 831 Broadway, Unit 3R, New York, NY. Consolidated accounts are prepared but are not publicly available.

OWKIN UK LTD (REGISTERED NUMBER: 11834085)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

12. SHARE-BASED PAYMENT TRANSACTIONS

At the year end the company has equity settled share based payment options with its employees under two share option plans.

The equity offered is that of the ultimate parent company Owkin, Inc. The option becomes exercisable in the following manner: 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and 1/48th of the total number of shares subject to the option on each monthly anniversary thereafter, so that all of the shares subject to the option are fully vested and exercisable on the fourth anniversary of the vesting commencement date, subject to the participant not ceasing to be an employee throughout each such vesting date. Vesting shall cease immediately upon the participant ceasing to be an employee.

The fair value of the share based payment options is determined by using the Black-Scholes valuation method, as detailed within the accounting policies. This method of valuation was considered appropriate given this is commonly the method used when valuing options.

The below summarises the number and weighted average exercise prices of the options in the year.





Number
Weighted
average price
($


)
Outstanding at the beginning of the period 55,000 14.02
Granted during the year 59,500 15.17
Forfeited during the period (10,000 ) 17.67
Outstanding at the end of the period 104,500 14.57
Exercisable at the end of the period. 41,230 12.11

An expense of £120,529 (2022: £50,082) has been recognised as an employee cost.

The share based payment expense is recognised on a reasonable allocation of the group expense.

The company will be liable to employer's national insurance contributions should the options be exercised in future. The timing and value of this is currently not known.

Forfeitures in the year represent employees leaving the company and subsequently forfeiting their options.