Company registration number 11752920 (England and Wales)
ONEIRO SOLUTIONS LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
PAGES FOR FILING WITH REGISTRAR
ONEIRO SOLUTIONS LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
ONEIRO SOLUTIONS LTD
BALANCE SHEET
AS AT 31 MARCH 2026
31 March 2026
- 1 -
2026
2025
Notes
£
£
£
£
Fixed assets
Intangible assets
4
3,693,806
2,051,162
Tangible assets
5
37,791
18,190
3,731,597
2,069,352
Current assets
Debtors
6
392,270
910,716
Cash at bank and in hand
2,344,196
2,323,228
2,736,466
3,233,944
Creditors: amounts falling due within one year
7
(2,312,087)
(1,169,556)
Net current assets
424,379
2,064,388
Total assets less current liabilities
4,155,976
4,133,740
Provisions for liabilities
(385,458)
(197,021)
Net assets
3,770,518
3,936,719
Capital and reserves
Called up share capital
147
147
Share premium account
3,799,152
3,799,152
Profit and loss reserves
(28,781)
137,420
Total equity
3,770,518
3,936,719

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 6 July 2026 and are signed on its behalf by:
P Mitchell
Director
Company Registration No. 11752920
ONEIRO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -
1
Accounting policies
Company information

Oneiro Solutions Ltd is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 11752920). The registered office address is 167-169 Great Portland Street, London, United Kingdom, W1W 5PF.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements relate to Oneiro Solutions Ltd as an individual entity.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Turnover is generated through the provision of service contracts which cover specific time periods and is recognised over the period of these contracts on a straight line basis.

1.3
Intangible fixed assets other than goodwill

Intangible fixed assets comprise of intellectual property and associated technology. The company will generate income over the life of the intellectual property, estimated to be 10 years from the date of the assets coming into use.

Intangible assets are initially recognised at cost. After recognistion, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible asset are considered to have a finite useful life.

Software
10 years
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
25% straight line
ONEIRO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 3 -

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.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of 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. 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.

Recoverable amount is the higher of fair value less costs to sell and 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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
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 in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

ONEIRO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 4 -
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 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the 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.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

ONEIRO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 5 -
1.11
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an appropriate option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.12

Warrants

Warrants are equity instruments issued by the company that entitle the holder to subscribe for ordinary shares at a fixed exercise price within a specified timeframe. These instruments are accounted for as equity-settled share-based payments in accordance with FRS 102 Section 26.

The fair value of the equity-settled warrants is measured at the grant date using an appropriate valuation (such as the Monte Carlo Simulation), considering the terms and conditions upon which the warrants are granted.

Once recognised, the fair value of equity-settled warrants is not remeasured. The warrants remain within equity until exercised or lapsed.

If warrants expire unexercised, the balance is transferred to retained earnings or another appropriate equity reserve.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2026
2025
Number
Number
Total
25
19
ONEIRO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 6 -
4
Intangible fixed assets
Other
£
Cost
At 1 April 2025
2,312,401
Additions
1,962,520
At 31 March 2026
4,274,921
Amortisation and impairment
At 1 April 2025
261,239
Amortisation charged for the year
319,876
At 31 March 2026
581,115
Carrying amount
At 31 March 2026
3,693,806
At 31 March 2025
2,051,162
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2025
31,076
Additions
29,963
Disposals
(125)
At 31 March 2026
60,914
Depreciation and impairment
At 1 April 2025
12,886
Depreciation charged in the year
10,362
Eliminated in respect of disposals
(125)
At 31 March 2026
23,123
Carrying amount
At 31 March 2026
37,791
At 31 March 2025
18,190
ONEIRO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 7 -
6
Debtors
2026
2025
Amounts falling due within one year:
£
£
Trade debtors
305,667
689,589
Other debtors
86,603
221,127
392,270
910,716
7
Creditors: amounts falling due within one year
2026
2025
£
£
Trade creditors
95,352
58,206
Taxation and social security
95,557
54,415
Deferred income
1,862,025
948,317
Other creditors
14,852
5,355
Accruals and deferred income
244,301
103,263
2,312,087
1,169,556
8
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2026
2025
Balances:
£
£
Accelerated capital allowances
926,784
510,951
Tax losses
(506,857)
(275,128)
Retirement benefit obligations
(1,647)
(574)
Share based payments
(32,822)
(38,228)
385,458
197,021
2026
Movements in the year:
£
Liability at 1 April 2025
197,021
Charge to profit or loss
188,437
Liability at 31 March 2026
385,458
ONEIRO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 8 -
9
Share-based payment transactions

The company granted share based options in the prior year under an EMI scheme which vest equally over a period of 48 months. The first options vest after a period of 18 months. Options can be exercised in the event of the business listing or disposing of all or substantially all of its undertaking and assets. The options cannot be exercised any later than 10 years after the grant date.

All options vested at the date of the event detailed above must be exercised in full. The individual must be an employee of the company at the date of the event.

At the start of the year, the exercise price of the options was £18.14 per share with a total of 3,762 options being granted.

During the year, the company granted a further 8,120 shares under their EMI scheme B. The exercise price of the options is an average of £57.96 per share. 100 options in this tranche lapsed by 31/03/2026.

No options have been exercised in the period however the options granted before 2024 were eligible to be exercised at the period end.

Number of share options
Weighted average exercise price
2026
2025
2026
2025
Number
Number
£
£
Outstanding at 1 April 2025
3,762
2,171
18.14
20.00
Granted
8,120
2,091
57.96
15.60
Forfeited
(100)
0
(500)
0
58.79
15.60
Outstanding at 31 March 2026
11,782
3,762
-
-
Exercisable at 31 March 2026
2,101
2,171
-
0
-
0

The options outstanding at 31 March 2026 had an exercise price ranging from £15.60 to £58.79, and a remaining expected life of 5 years.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £22,893 which related to equity settled share based payment transactions.

10
Warrants

On 28 February 2025, the company entered into a warrant agreement over ordinary shares. The warrant includes certain performance and service conditions the warrantee must meet to be able to exercise the warrant. The warrants will lapse 3 years from the grant date.

An ARR multiple has been applied to estimate a future variable exercise price which has been compared to the simulated equity value for the company. A Monte Carlo simulation was used to estimate a future equity value with a starting equity vale of £20m and a time to expiry of 3 years. The simulation is noted not to be sensitive to changes in volatility.

There was a £nil charge for the period.

ONEIRO SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 9 -
11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its loss 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.

Senior Statutory Auditor:
Mr Richard Hutchinson
Statutory Auditor:
Azets Audit Services
Date of audit report:
7 July 2026
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