Osome Ltd Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 11952830

Osome Ltd

Filleted Financial Statements

30 April 2025

Osome Ltd

Statement of Financial Position

30 April 2025

	2025	2024
Note	£	£

Fixed assets

Tangible assets	5	9,203	20,508

Current assets

Debtors	6	312,922	24,196
Cash at bank and in hand		82,239	60,986
		---------	--------
		395,161	85,182

Creditors: amounts falling due within one year	7	( 12,110,562)	( 10,809,743)
		-------------	-------------
Net current liabilities		( 11,715,401)	( 10,724,561)
		-------------	-------------
Total assets less current liabilities		( 11,706,198)	( 10,704,053)
		-------------	-------------
Net liabilities		( 11,706,198)	( 10,704,053)
		-------------	-------------

Capital and reserves

Called up share capital	100	100
Share options reserve	253,589	286,891
Profit and loss account	( 11,959,887)	( 10,991,044)
	-------------	-------------
Shareholders deficit	( 11,706,198)	( 10,704,053)
	-------------	-------------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements were approved by the board of directors and authorised for issue on 22 July 2026 , and are signed on behalf of the board by:

M Ali
Director

Company registration number: 11952830

Osome Ltd

Notes to the Financial Statements

Year ended 30 April 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 86-90 Paul Street, London, England, EC2A 4NE.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss. The financial statements are prepared in sterling, which is the functional currency of the entity. The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome.

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of business. In assessing the appropriateness of the going concern basis, the directors have considered the company's financial position, cash flow forecasts and funding requirements for a period of at least twelve months from the date of approval of these financial statements. For the year ended 30 April 2025, the company incurred a loss of £968,843 (2024: loss of £3,256,792) and, as at that date, had net liabilities of £11,706,198 (2024: net liabilities of £10,704,053). The company is dependent on the continued financial support of its parent company, Osome Ltd. (Singapore), which is also the company's principal creditor. Osome Ltd. (Singapore) has confirmed its intention to provide financial support to the company for a period of not less than twelve months from the date of approval of these financial statements. The directors have reviewed the audited consolidated financial statements of Osome Ltd. (Singapore) for the year ended 30 April 2025. Those financial statements reported a loss for the year of $3,520,684 and net liabilities of $5,506,960. As disclosed in those financial statements, these conditions indicate the existence of a material uncertainty that may cast significant doubt on the group's ability to continue as a going concern. As the company is dependent on the continued financial support of its parent company, the above conditions also indicate the existence of a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. Notwithstanding this material uncertainty, having considered the support available from Osome Ltd. (Singapore), the directors believe that it remains appropriate to prepare the financial statements on the going concern basis. Accordingly, these financial statements do not include any adjustments that would be necessary if the company were unable to continue as a going concern.

Judgements and key sources of estimation uncertainty

The company participates in an equity settled share based payments arrangement in which share options in its parent company are issued to employees of the company. The fair value determined at the grant date is expensed on a graded straight line basis over the vesting period. The fair value of the options is calculated using the Black-Scholes methodology. The market value of the shares at the grant date was estimated using the market approach company transaction method. The estimated level of vesting is reviewed annually by management. The key assumptions used for the calculation of the fair value of the options at grant date was risk free rates ranging between 0.35% and 4.84%, volatility rates ranging between 48.30% and 55%, and a retention rate of 100%.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

	Equipment	-	33% straight line

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest. Impairment of financial assets Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. Classification of financial liabilities 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. Basic financial liabilities Basic financial liabilities, including trade and other 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. Debt instruments are subsequently carried at amortised cost using the effective interest rate method. Financial liabilities held at fair value Debt instruments where the contractual returns, repayment of the principal, or other terms (such as prepayment provisions or term extensions) do not meet the conditions to be measured at amortised cost, are subsequently measured at fair value through profit or loss, unless fair value measurement is not permitted by law, or the debt instrument gives rise to cash flows on specified dates that constitute repayment of the principal advanced, together with reasonable compensation for the time value of money, credit risk and other basic lending risks and costs and does not have contractual terms which introduce exposure to unrelated risks or volatility. Derecognition of financial liabilities Financial liabilities are derecognised when, and only when, the Company's contractual obligations are discharged, cancelled, or they expire. Equity instruments Equity instruments issued by the Company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

Share-based payments

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a graded basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met. Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification. Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 50 (2024: 45 ).

5. Tangible assets

	Equipment
	£
Cost
At 1 May 2024	65,147
Additions	2,660
	--------
At 30 April 2025	67,807
	--------
Depreciation
At 1 May 2024	44,639
Charge for the year	13,965
	--------
At 30 April 2025	58,604
	--------
Carrying amount
At 30 April 2025	9,203
	--------
At 30 April 2024	20,508
	--------

6. Debtors

	2025	2024
	£	£
Trade debtors	11,640	11,674
Other debtors	301,282	12,522
	---------	--------
	312,922	24,196
	---------	--------

7. Creditors: amounts falling due within one year

	2025	2024
	£	£
Trade creditors	51,796	80,388
Amounts owed to group undertakings and undertakings in which the company has a participating interest	11,050,088	9,691,667
Social security and other taxes	126,159	629,365
Other creditors	882,519	408,323
	-------------	-------------
	12,110,562	10,809,743
	-------------	-------------

8. Share option reserve

The share option reserve represents the cumulative amount recognised in equity in respect to share options granted to employees.

9. Summary audit opinion

The auditor's report dated 22 July 2026 was unqualified .

The senior statutory auditor was Peter Conneely , for and on behalf of Moore Kingston Smith LLP .

10. Related party transactions

The company has taken advantage of the exemption available under FRS 102 not to disclose transactions with 100% owned subsidiary undertakings within the group.

11. Controlling party

In the opinion of the directors, the immediate parent undertaking is Osome Ltd . (Singapore), a company incorporated in Singapore with registered office address at 68 Circular Road, 02-01, Singapore 049422. The results of the company are included within the consolidated accounts of Osome Ltd . The directors consider there is no single ultimate controlling party.