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Registered number: 11251527
OKULO LTD
UNAUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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OKULO LTD
CONTENTS
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Statement of changes in equity
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Notes to the financial statements
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OKULO LTD
REGISTERED NUMBER: 11251527
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Shareholders' funds/(deficit)
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Page 1
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OKULO LTD
REGISTERED NUMBER: 11251527
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
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.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 12 form part of these financial statements.
Page 2
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OKULO LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Shares issued during the year
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The notes on pages 4 to 12 form part of these financial statements.
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Page 3
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OKULO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Okulo 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 financial statements have been prepared in Sterling (£) which is the functional currency of the company. The financial statements are for the year ended 31 December 2025 (2024: year ended 31 December 2024).
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.
The following principal accounting policies have been applied:
The financial statements have been prepared on the going concern basis. The company incurred losses during the period, however the directors believe that the company has sufficient financial resources to be able to meet its obligations, if and when, they become due and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.
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Preparation of consolidated financial statements
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The financial statements contain information about Okulo Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Page 4
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OKULO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Patents and licences are being amortised evenly over their estimated useful life of ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Straight line over 3 years
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss account.
Other operating income includes grant income received. A grant that does not impose specified future performance related conditions is recognised in other income when the grant proceeds are received or receivable. In the case of performance-related grants, income is recognised only when the performance related conditions are satisfied.
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Investments in subsidiaries
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Investments in subsidiaries are measured at cost less accumulated impairment.
Page 5
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OKULO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.
Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
Taxation for the year comprises of current tax. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Current 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.
Tax credits shown on the income statement represent payable tax credits receivable from HMRC as a result of claims made under HMRC's R&D tax relief schemes.
Revenue expenditure on research and development is written off in the period in which it is incurred.
The company makes claims under both the SME R&D tax relief scheme and the Research and Development Expenditure Credit scheme. Tax credits arising from claims under the SME R&D tax relief scheme are reflected 'below the line' as a reduction in the Corporation Tax charge or, if loss making, as a Corporation Tax credit. Tax credits arising from claims under the RDEC scheme are subject to Corporation Tax. Gross tax credits are therefore reflected ‘above the line’ in Other income with the corresponding charge to Corporation Tax reflected in the Corporation Tax charge, or credit (if loss making). Tax credits receivable from R&D claims are recognised in the reporting period in which the qualifying expenditure is incurred.
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Foreign currency translation
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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.
Page 6
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OKULO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Hire purchase and leasing commitments
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Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
Interest income is recognised in the profit and loss account using the effective interest method.
Finance costs are charged to the profit and loss account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
The company operates an equity-settled compensation plan. The fair value of the services received in exchange for the grant of the options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to other reserves because the share options are equity-settled.
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The average monthly number of employees, including directors, during the year was 16 (2024: 11).
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Page 7
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OKULO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 8
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OKULO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Shares in
group
undertakings
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Page 9
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OKULO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, non-interest bearing and repayable on demand.
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Included within other creditors is an amount of £Nil (2024: £296,240) which relates to advanced subscription agreements. These agreements converted into shares on 2 May 2025.
Also included within other creditors is an amount of £Nil (2024: £313,237) which relates to a convertible loan. The convertible loan bears interest at a rate of 5% per annum and converted into shares on 2 May 2025.
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Page 10
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OKULO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due after more than one year
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The company has no overdraft facilities set up in the current or previous accounting period.
The company's bank borrowings are split across creditors due within one year and creditors due after one year, are guaranteed by the UK government under the Bounce Back Loan scheme.
Innovate UK Loans Limited hold a fixed and floating charge over all the property and undertaking of the company in connection with a loan facility provided to the company. At the statement of financial position date the company had drawn down amounts totalling £850,711 (2024: £856,180) under the loan facility. The loan bears interest at an initial rate of 3.7%, which climbs to 7.4% from 1 June 2026. The loan is fully repayable by 30 June 2030. Further details of the registered charge can be found at companies house.
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Allotted, called up and fully paid
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1,864,573 (2024: 1,791,247) Ordinary shares of £0.0001 each
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462,806 Series Seed-2A shares of £0.0001 each
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41,082 Series Seed-2B shares of £0.0001 each
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289,575 (2024: 289,575) Preference shares of £0.0001 each
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During the year, 73,326 Ordinary shares, 41,082 Series Seed-2B shares and 462,806 Series Seed-2A shares were issued for total consideration of £3,538,658.
Share premium account
The share premium account includes the premium on issue of equity shares, net of any issue costs.
Other reserves
The share-based payment reserve represents the cumulative charge recognised in relation to equity-settled share option awards granted to employees. The reserve is transferred to share capital and share premium when options are exercised, or to retained earnings when awards lapse or expire unexercised.
Profit and loss account
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
Page 11
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OKULO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The company operates an EMI qualifying share option scheme and during the period the company granted 0 (2024: 0) EMI qualifying share options to employees at an average weighted exercise price of £0.24 per share (2024: £0.24). During the period 720 share options vested (2024: 1,335), 0 lapsed (2024: 0) and 0 options were exercised (2024: 0). At the statement of financial position date, 84,473 vested share options remained exercisable (2024: 83,753) and 840 options had yet to vest (2024: 1,560). An amount of £1,569 has been charged to the income statement in respect of the EMI qualifying share options (2024: £1,573).
A portion of share options granted typically vest on the date of grant with remaining options vesting between 1 and 59 months from the grant date.
The company also operates an unapproved share option scheme and during the period the company granted 0 (2024: 0) unapproved share options to contractors at an average weighted exercise price of £0.10 per share (2024: £0.10). During the period 0 share options vested (2024: 0), 0 lapsed (2024: 0) and 0 options were exercised (2024: 0). At the statement of financial position date, 88,297 vested share options remained exercisable (2024: 88,297) and 0 options had yet to vest (2024: 0). An amount of £nil has been charged to the income statement in respect of the unapproved share options (2024: £1,442).
A portion of share options granted typically vest on the date of grant with remaining options vesting between 1 and 24 months from the grant date
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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.
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The directors' consider there to be no ultimate controlling party.
Page 12
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