08642435 (England and Wales)
OKTA UK LTD
Annual Report and Financial Statements for the financial year ended 31 January 2025
OKTA UK LTD
Annual Report and Financial Statements
For the financial year ended 31 January 2025
Contents
Company Information
Strategic Report
Directors' Report
Directors' Responsibilities Statement
Independent Auditor's Report
Profit and Loss Account
Balance Sheet
Statement of Changes in Equity
Notes to the Financial Statements
1
2 - 4
5 - 7
8
9 - 12
13
14
15
16 - 30
OKTA UK LTD
Company Information
For the financial year ended 31 January 2025
Directors
David Vincent Gennarelli
Alan Garrett Smith (resigned
1 Aug 2025
01 August 2025
)
Kimberley Heather Woodward (appointed
1 Aug 2025
01 August 2025
)
Registered Office
20 Farringdon Road
Level 4
London
England
EC1M 3HE
United Kingdom
Company Number
08642435 (England and Wales)
Independent Auditors
Randall & Payne LLP
Chargrove House
Sherrington Road
Cheltenham
Gloucestershire
GL51 4GA
Bankers
Bank of America N.A.
2 King Edward Street
London
EC1A 1HQ
Page 1
OKTA UK LTD
Strategic Report
For the financial year ended 31 January 2025
The directors present their Strategic Report for the financial year ended 31 January 2025.
The Company is a wholly owned subsidiary company of Okta, Inc.
The Company is contracted by Okta, Inc., to provide sales and marketing and research and development services under an intercompany agreement.
Review of the business
The Company's turnover is derived from the provision of services to Okta, Inc.
Turnover has decreased by 16% (2024: decrease of 14%), £13,473,004 for the year due to a decrease in sales and marketing and research and development activities (2024: decrease of £13,439,811).
Principal risks and uncertainties
The Company's activities do not expose it to significant financial risk, investment risk or foreign exchange uncertainty.
The Company's principal objective is to manage risk by adhering to the group's financial risk related policies and procedures. Risk factors of the group are set out in Okta, Inc.'s 10-K filing which does not form part of this report.
The directors take steps to mitigate against these risks where possible and are confident that the current strategies in place are appropriate to the risks faced.
Financial key performance indicators
The Company's parent, Okta, Inc., manages the Group's operations on a consolidated basis using key performance indicators. For this reason, the Company's directors are of the opinion that analysis using key performance indicators is not necessary for an understanding, development, performance, or position of the Company's business.
The key performance indicators of Okta, Inc. are set out in Okta, Inc.'s 10-K filing which does not form part of this report.
The annual report and accounts of Okta, Inc. are available to the public and may be obtained via the Investors section of the Okta website: www.okta.com.
Page 2
OKTA UK LTD
Strategic Report (continued)
For the financial year ended 31 January 2025
Section 172(1) Statement:
The directors are fully aware of their duty to promote the success of the Company for the benefit of its members as a whole in accordance with section 172 of the Companies Act, and in doing so to have regard to the matters set out in section 172(1) (a)- (f).
The Board delegates day-to-day management and decision-making to its senior management team, but it maintains oversight of the Company's performance and reserves specific matters for approval. Then, by receiving regular updates on business performance, activities and objectives, the Board monitors that management is acting in accordance with the agreed strategy. Processes are in place to ensure that the Board receives all relevant information to enable it to make well-judged decisions in support of the Company's long-term success.
Achieving long-term value for our shareholders
The Board recognises the critical importance of open dialogues and fair consideration of the Company's members. We communicate with our shareholders through our annual report and accounts and face-to-face meetings.
Investing in people
Our employees are the driving force behind our purpose and growth. Our success is driven by the talent and effort of our workforce. We recognise that interaction between the Board and senior management is crucial for maintaining the welfare of our people and future success. The Board holds regular meetings with senior management and in tum divisional heads are required to engage fully with their staff.
The Company is an equal opportunity workplace. We are committed to equal employment opportunity regardless of race, colour, ancestry, religion, sex, natural origin, sexual orientation, age, citizenship, marital status, disability, gender identity or veteran status. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and the appropriate training, career development and promotion of a disabled person should, as far as possible, be indistinguishable from that of a person who does not suffer from a disability.
Relationships with suppliers, customers, and others
Our business relies on good relationships. Management is regularly briefed on new and existing client relationships. By nature, our business works in collaboration with our clients: we use agile processes and build business to better serve our clients' needs based on what they tell us. We have a zero-tolerance approach to practices which are at odds with our values and culture, for example corruption and bribery. We are committed to acting ethically and with integrity in all business dealings.
The environment and our communities
The Company is committed to minimising environmental risk and continual improvement of environmental performance through the Company's operations. The Board is updated regularly through routine formal and informal reporting. The Board considers the long-term impact of its operations as part of its sustainability strategy. The Board recognises the importance of contributing to the local community and considers it a vital part of achieving our purpose. A number of actions are in progress including (but not limited to) an assessment of our direct carbon footprint, a review of our active client and supplier base and standardisation of policies and procedures.
Page 3
OKTA UK LTD
Strategic Report (continued)
For the financial year ended 31 January 2025
Approved and authorised by the Board and signed on its behalf by:
Kimberley Heather Woodward
Director
Date:
2 October 2025
Page 4
OKTA UK LTD
Directors' Report
For the financial year ended 31 January 2025
The directors present their annual report on the affairs of the Company, together with the financial statements and auditors' report, for the financial year ended 31 January 2025.
Principal activities
The Company is contracted by Okta, Inc. to provide sales and marketing and research and development services under an intercompany agreement.
Going concern
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing this report.
The Company relies on the continued support from its parent company Okta, Inc., which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Review of the business
Turnover for the financial year amounted to £70,354,506 (2024: £83,827,510). The Company earned a profit after taxation totaling £847,133 (2024: £1,964,701).
The net current asset position of the Company as at the financial year end amounted to £63,411,154 (2024: net current assets £60,487,832).
The net asset position of the Company as at the financial year end amounted to £64,248,099 (2024: net assets £61,115,603).
Cash dividends paid out amounted to £0 (2024: £Nil).
Future developments
There are no plans to change the Company's activities in the future.
Financial risk management objectives and policies
The Company's principal objective is to manage risk by adhering to the Group's financial risk related policies and procedures.
Directors
The directors who held office during the year and up to the date of the signing of this report were as follows:
David Vincent Gennarelli
Alan Garrett Smith (resigned
1 Aug 2025
01 August 2025
)
Kimberley Heather Woodward (appointed
1 Aug 2025
01 August 2025
)
Page 5
OKTA UK LTD
Directors' Report (continued)
For the financial year ended 31 January 2025
Energy and carbon reporting
We have reported on all sources of GHG emissions and energy usage as required under The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended.
GHG emissions and energy usage
GHG emissions and energy usage data for the financial year from 1 February 2024 to 31 January 2025
Emissions from combustion of gas (Scope 1 - tonnes of CO2e): 211,646kWh I 38.72tCO2e
Emissions from combustion of fuel for transport purposes (Scope 1 - tonnes of CO2e): nil I nil
Emissions from electricity purchased for own use, including for the purposes of transport (Scope 2 - tonnes of CO2e): 110,194kWh I 19.5tCO2e
Emissions from business travel in rental cars or employee-owned vehicles where the company is responsible for purchasing the fuel (Scope 3 - tonnes of CO2e): 43,992kWh I 10.7tCO2e
Total Energy Use (kWh): 365,832
Total Gross Emissions (tCO2e): 68.9
Number of Full Time Employees (FTE): 271
Tonnes of Gross CO2e per FTE: 0.3
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
•
The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
•
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
The auditors, Randall & Payne LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Page 6
OKTA UK LTD
Directors' Report (continued)
For the financial year ended 31 January 2025
Approved and authorised by the Board and signed on its behalf by:
Kimberley Heather Woodward
Director
2nd October 2025
02 October 2025
Date:
Page 7
OKTA UK LTD
Directors' Responsibilities Statement
For the financial year ended 31 January 2025
The directors acknowledge their responsibilities for preparing the Annual Report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
Select suitable accounting policies and apply them consistently;
•
Make judgements and accounting estimates that are reasonable and prudent;
•
State whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
•
•
Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Page 8
OKTA UK LTD
Independent Auditor's Report to the Members of OKTA UK LTD
Opinion
We have audited the financial statements of Okta UK Ltd, the 'company' for the year ended 31 January 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:
•
Give a true and fair view of the state of the company's affairs as at 31 January 2025 and of its profit 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 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 9
OKTA UK LTD
Independent Auditor's Report to the Members of OKTA UK LTD (continued)
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The Strategic Report and Directors' Report have 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
Adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
The 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.
•
•
•
•
•
Responsibilities of directors
As explained more fully on page 8, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Page 10
OKTA UK LTD
Independent Auditor's Report to the Members of OKTA UK LTD (continued)
Our 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 auditor's 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 financial statements.
The extent to which the audit was considered capable of detecting irregularities, including fraud irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
-
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the Company operates in and how the Company is complying with the legal and regulatory framework;
-
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected, or alleged instances of fraud;
-
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
As a result of these procedures, we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities, and evaluating advice received from external tax advisors.
Page 11
OKTA UK LTD
Independent Auditor's Report to the Members of OKTA UK LTD (continued)
The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to employment laws and regulations. We performed audit procedures to inquire of management and those charged with governance whether the Company is in compliance with these laws and regulations and inspected correspondence with regulatory authorities.
The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 auditor's 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.
Ben Burch, ACA (Senior Statutory Auditor)
For and on behalf of Randall & Payne LLP
Statutory Auditors & Chartered Accountants
Chargrove Road
Shurdington Road
Cheltenham
GL51 4GA
3 October 2025
Date:
Page 12
OKTA UK LTD
Profit and Loss Account
For the financial year ended 31 January 2025
2025
2024
Note
£
£
Turnover
70,354,506
83,827,510
3
70,354,506
83,827,510
Gross profit
(69,187,757)
(79,207,077)
Administrative expenses
1,166,749
4,620,433
Operating profit
4
1,702,236
703,082
Finance income
2,868,985
5,323,515
5
Profit before taxation
(2,021,852)
(3,358,814)
9
Tax on profit
847,133
1,964,701
Profit for the financial year
All amounts relate to continuing operations.
The Company has no other comprehensive income for the year or prior year, other than the results above and therefore, no statement of other comprehensive income is given.
The notes on pages 16 to 30 form an integral part of these financial statements.
Page 13
OKTA UK LTD
Balance Sheet
As at 31 January 2025
2025
2024
Note
£
£
Fixed assets
Tangible assets
836,945
627,771
10
836,945
627,771
Current assets
Debtors
11
21,080,381
21,369,292
- due within one year
11
371,551
371,550
- due after more than one year
47,612,597
43,006,376
Cash at bank and in hand
69,064,529
64,747,218
Current liabilities
Creditors: Amounts falling due within one year
(5,653,375)
(4,259,386)
12
(5,653,375)
(4,259,386)
Net current assets
63,411,154
60,487,832
Total assets less current liabilities
64,248,099
61,115,603
Net assets
64,248,099
61,115,603
Capital and reserves
2
2
Called up share capital
14
999,999
999,999
Share premium account
51,806,387
49,521,024
Other reserves
11,441,711
10,594,578
Profit and loss account
Total shareholder's funds
64,248,099
61,115,603
The financial statements of Okta UK Ltd (registered number: 08642435) were approved and authorised for issue by the Board and signed on its behalf by:
Kimberley Heather Woodward Director
2 October 2025
Date:
The notes on pages 16 to 30 form an integral part of these financial statements.
Page 14
OKTA UK LTD
Statement of Changes in Equity
For the financial year ended 31 January 2025
Called-up share capital
Share premium account
Profit and loss account
Other reserves
Total
£
£
£
£
£
At 1 February 2023
2
999,999
33,365,237
8,629,877
42,995,115
Profit for the year
1,964,701
1,964,701
Total comprehensive
Income
-
-
-
1,964,701
1,964,701
Credit to equity for equity
16,155,787
-
-
-
16,155,787
settled share-based payment
At 31 January 2024
999,999
2
10,594,578
61,115,603
49,521,024
At 1 February 2024
61,115,603
49,521,024
999,999
10,594,578
2
Profit for the year
847,133
847,133
Total comprehensive
Income
847,133
847,133
-
-
-
Share-based payment reimbursement
-
(10,422,361)
-
-
(10,422,361)
Credit to equity for equity
settled share-based payment
12,707,724
-
12,707,724
-
-
999,999
51,806,387
2
11,441,711
64,248,099
At 31 January 2025
Other reserves consist of an equity settled share-based payment reserve. Further detail is disclosed in note 14 of the accounts.
The notes on pages 16 to 30 form an integral part of these financial statements.
Page 15
OKTA UK LTD
Notes to the Financial Statements
For the financial year ended 31 January 2025
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
Okta UK Ltd (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 20 Farringdon Road, Level 4, London, EClM 3HE, United Kingdom.
The principal activities are set out in the Strategic Report.
The financial statements have been prepared under the historical cost convention, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council.
The functional currency of Okta UK Ltd is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
Okta UK Ltd meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. Okta UK Ltd is consolidated in the financial statements of its parent, Okta, Inc., which may be obtained from the address given in note 18. Exemptions have been taken in these separate company financial statements in relation to share-based payments, financial instruments, presentation of a Cash Flow Statement, remuneration of key management personnel and disclosure of related party transactions.
Consequently, the Company has taken advantage of the exemption from preparing consolidated financial statements under the terms of section 400 of the Companies Act 2006.
Going concern
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing this report.
The Company relies on the continued support from its parent company Okta, Inc., which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Page 16
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
1 Accounting policies (continued)
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 Profit and Loss Account in the period in which they arise except for:
•
exchange differences on transactions entered into to hedge certain foreign currency risks (see above); and
•
exchange differences arising on gains or losses on non-monetary items which are recognised in the Profit and Loss Account.
Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
The Company is contracted by the parent company and is remunerated through cost-plus revenue.
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.
Employee benefits
Defined contribution schemes
For defined contribution schemes the amounts charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits are the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet.
Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date.
Share-based compensation
The company's equity incentive plan provides for granting stock options, restricted stock units (“RSUs”), preferred stock units (“PSUs”), restricted stock awards to employees, consultants, officers, and directors and RSUs with market-based vesting conditions to certain executives. In addition, the Company offers an employee stock purchase program (“ESPP”) to eligible employees.
Stock-based compensation expense related to stock awards (including stock options, RSUs, market-based RSUs, PSUs and ESPP) is measured based on the fair value of the awards granted and recognised as an expense over the requisite service period.
Page 17
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
1 Accounting policies (continued)
The fair value of each of each option and ESPP awards are estimated on the grant date using the Black-Scholes option pricing model which requires the use of various assumptions, including the expected term of the award, the expected volatility of the price of the underlying common stock, risk-free interest rates, and expected dividend yield of the underlying common stock. Stock-based compensation expense is recognised following the straight-line attribution method over the requisite service period for options, and over the offering period for ESPP awards. The expected term of the Company's stock options, which were last granted to employees in fiscal year 2022, was determined utilising the simplified method due to the lack of historical data. The expected volatility was determined using a weighted average of the historical volatility measures of a group of guideline companies and the Company's own historical volatility. The risk-free interest rate was based on the US Treasury yield in effect at the time of grant for a period consistent with the expected term of the award. The expected dividend was assumed to be zero as the Parent Company has never declared or paid any cash dividends nor intends to in the foreseeable future.
The fair value of each market-based RSU is measured using a Monte Carlo simulation valuation model which requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. Stock-based compensation expense for awards with market-based conditions is recognised over the requisite service period using the accelerated attribution method and is not reversed if the market condition is not met.
The assumptions used to determine the fair value of the stock awards represent management's best estimates. These estimates involve inherent uncertainties and the application of management's judgement. Forfeitures are accounted for as they occur.
The Company reimburses its ultimate parent company Okta Inc. for all share-based compensation issued to its employees. Share-based payment expense and share-based payment reimbursements are recorded separately in "Other equity reserves". Share-based payment reimbursements represent returns of capital to Okta Inc. to the extent that the Company has sufficient balances within "Other equity reserves" to cover such reimbursements.
Reimbursements will represent distributions to Okta Inc. in instances where cumulative reimbursements exceed the Company's "Other equity reserves" balance. The company has availed of exemption from certain disclosure requirements of Section 26 of FRS 102 (paragraph 26.18(b), 26.19 to 26.21 and 26.23) in respect of share-based payments as the equivalent disclosures are included in the consolidated financial statements of the Ultimate Parent Company.
Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Balance Sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Page 18
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
1 Accounting policies (continued)
When the amount that can be deducted for tax for an asset that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the Company is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to sale of the asset.
Where items recognised in the Profit and Loss Account or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only if: a) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the Company and the Company intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Tangible fixed assets
Tangible fixed assets are stated at cost or valuation, net of depreciation and any allowance for impairment. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:
5 years straight line
Leasehold improvements Fixtures and fittings
7 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.
Page 19
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
1 Accounting policies (continued)
Leases
The Company as lessee
Rentals under operating leases are charged to the Profit and Loss Account on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
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 Profit and Loss Account as described below.
Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately to profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Financial 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 Profit and Loss Account as described below.
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.
Page 20
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
1 Accounting policies (continued)
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Trade and other debtors
Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.
Trade and other creditors
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.
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.
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through the Profit and Loss Account, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
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.
Page 21
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
1 Accounting policies (continued)
Provisions
Provisions are recognised when the Company has a present obligation Legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Ordinary share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
2 Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that period, or in the financial year of the revision and future periods if the revision affects both current and future periods.
3 Turnover
Turnover represents the fair value of goods/ services provided to customers during the financial year excluding value added tax.
Breakdown business class:
An analysis of the company's turnover by class of business is set out below.
2025
2024
£
£
Rendering of Services
70,354,506
83,527,510
Page 22
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
3 Turnover (continued)
The Company is contracted by its parent company, Okta, Inc., to provide sales and marketing and research and development services under an intercompany agreement. The Company is remunerated by its parent company for these services.
100% (2024: 100%) of the turnover arose from the provision of services to Okta, Inc.
4 Finance income
The analysis of the company's other operating income for the financial year is as follows:
2025
2024
£
£
703,082
Interest receivable and similar income
1,702,236
5 Operating profit
Profit before taxation is stated after charging:
2025
2024
£
£
Depreciation of tangible fixed assets (note 10)
152,565
28,941
479,176
798,742
Operating lease rentals
6,237
4,655
Foreign exchange losses
6 Auditors' remuneration
An analysis of the auditors' remuneration is as follows:
2025
2024
£
£
12,600
Fees payable for the audit of the Company's annual financial statements
13,400
Page 23
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
7 Staff number and costs
The average monthly number of employees (including remuneration) was:
2025
2024
No.
No.
271
342
UK
271
342
Their aggregate remuneration comprised:
2025
2024
£
£
27,707,191
33,972,571
Wages and salaries
Social security costs
5,733,928
5,809,726
Other retirement benefit costs
1,219,128
1,227,805
34,660,247
41,010,102
8 Directors' remuneration
The directors received no remuneration from the Company in the year (2024: £nil).
The directors of the Company have been remunerated by the ultimate parent company.
Page 24
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
9 Taxation
Tax charged/(credited) in the profit and loss account
2025
2024
£
£
Current tax on profit
UK corporation tax
263,249
829,549
Adjustments prior periods
(254,859)
45,965
Other adjustments
-
0
(35,000)
Total current tax
8,390
840,514
Deferred tax
Origination and reversal of timing differences
2,112,908
2,487,395
Adjustment in respect of previous periods
(99,446)
(69,487)
Effect of changes in tax rates
-
0
100,392
2,013,462
2,518,300
Total deferred tax
Total tax on profit
2,021,852
3,358,814
At the Balance Sheet date, the applicable tax rate that has been applied to deferred tax assets is 25%.
Page 25
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
9 Taxation (continued)
Tax reconciliation
The tax assessed for the financial year is higher than (2024: higher than) the standard rate of corporation tax in the
UK of 25%.The differences are explained below:
5,323,515
2,868,985
Profit before tax
Tax on profit at the standard rate of corporation tax in the UK of 25%
(2024 – 19% from 1 February to 31 March and 25% for the rest of the year)
2025
2024
£
£
1,279,107
717,246
129,408
7,402
Expenses not deductible for tax purposes
(1,580,220)
196,077
Effects of group relief/ other reliefs
100,392
-
0
Tax rate changes
Adjustments in respect of prior years
(23,522)
(354,306)
3,488,649
1,455,433
Timing differences
(35,000)
-
0
Other Adjustments
2,021,852
Total tax charge for year
3,358,814
Page 26
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
10 Tangible assets
Furniture, fittings and equipment
Land and buildings
Total
£
£
£
Cost
1,320,711
261,545
1,582,256
At 1 February 2024
292,003
69,736
361,739
Additions
Disposals
(92,417)
(176,856)
(269,273)
1,520,297
154,425
1,674,722
At 31 January 2025
Accumulated depreciation
699,616
254,869
954,485
At 1 February 2024
22,190
152,565
Charge for the year
130,375
Disposal
(176,856)
(269,273)
(92,417)
737,574
100,203
837,777
At 31 January 2025
Carrying Amount
621,095
6,676
627,771
At 31 January 2024
782,723
54,222
836,945
At 31 January 2025
Page 27
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
11 Debtors
2025
2024
£
£
Debtors: amounts falling due within one year
11,028,054
8,871,697
Amounts owed by Group undertakings (note 17)
202,078
807,596
VAT recoverable
467,812
360,276
Other debtors
905,349
839,173
Prepayments and accrued income
8,477,088
10,490,550
Deferred tax asset
21,080,381
21,369,292
2025
2024
Debtors: amounts falling due after more than one year
£
£
Other debtors
371,551
371,550
Amounts owed by Group undertakings are unsecured, bear no interest and repayable on demand.
Additional information in regards to deferred tax asset balance is disclosed in note 13.
Other debtors of £371,551 (2024: £371,550) in amounts falling due after more than one year relate to a deposit recoverable on a lease.
12 Creditors: Amounts falling due within one year
2025
2024
£
£
Trade creditors
156,157
267,955
903,217
391,565
Other taxation and social security
4,594,001
3,599,866
Other creditors
5,653,375
4,259,386
Page 28
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
13 Deferred tax
2025
2024
£
£
At the beginning of financial year
10,490,550
13,008,850
(2,112,908)
(2,487,395)
Charged to the Profit and Loss Account
-
0
(100,392)
Movement arising from the transfer of trade
99,446
69,487
Adjustment in respect of prior years
8,477,088
10,490,550
At the end of financial year
The deferred taxation balance is made up as follows:
2025
2024
£
£
Tax losses carry forward
8,327,238
6,925,400
6,374
61,194
Fixed asset timing differences
1,545,314
2,102,118
Short term timing differences
8,477,088
10,490,550
14 Called-up share capital and reserves
2024
2025
£
£
Allotted, called-up and fully-paid
2
2
2 Ordinary shares of £1.00 each
Presented as follows:
2
2
Called-up share capital presented as equity
The Company's other reserves are as follows:
The retained earnings represents cumulative profits or losses net of dividends paid and other adjustments.
The share premium reserves contains the premium arising on issue of equity shares, net of issue expenses.
Other reserves represent the accumulated share-based payments reserve for the financial year and prior financial years.
Effective 1 February 2024 the Company entered into an intercompany recharge agreement with its ultimate parent company Okta Inc. whereby the Company reimburses Okta Inc. for share options/RSUs/PSUs issued to its employees that have vested.
Page 29
OKTA UK LTD
Notes to the Financial Statements (continued)
For the financial year ended 31 January 2025
15
Share-based compensation expense
The share-based compensation expense recorded in the Profit and Loss Account is £12,707,724 (2024: £16,178,111). Detailed disclosures regarding the RSU, PSU, and stock options valuation models are published in the consolidated financial statements of the Ultimate Parent Company and can be obtained from www.sec.gov.
16
Financial commitments
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
2025
2024
£
£
433,175
- within one year
758,976
- between one and five years
2,286,830
2,598,136
- due after 5 years
-
0
336,193
3,045,806
3,367,504
Pensions
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,219,128 (2024: £1,227,805). Contributions totaling £0 (2024: £261,582) were payable to the fund at the reporting date and are included in creditors.
17
Related party transactions
The Company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the Company is a wholly owned member.
18
Controlling party
The Company is a wholly owned subsidiary of Okta, Inc., a company incorporated in the United States of America.
The smallest and largest group in which the results of the Company are consolidated is that headed by Okta, Inc. Okta, Inc. is the ultimate parent company and it's registered office is 100 First Street, San Francisco, CA 94105, USA, the financial statements are available here.
Page 30
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