Caseware UK (AP4) 2024.0.164 2024.0.164 2026-02-28 2026-02-28 false 2025-03-01 69 55 false false false 09428660 2025-03-01 2026-02-28 09428660 2024-03-01 2025-02-28 09428660 2026-02-28 09428660 2025-02-28 09428660 2024-03-01 09428660 1 2025-03-01 2026-02-28 09428660 1 2024-03-01 2025-02-28 09428660 2 2025-03-01 2026-02-28 09428660 2 2024-03-01 2025-02-28 09428660 3 2025-03-01 2026-02-28 09428660 3 2024-03-01 2025-02-28 09428660 5 2025-03-01 2026-02-28 09428660 5 2024-03-01 2025-02-28 09428660 1 2025-03-01 2026-02-28 09428660 e:Director1 2025-03-01 2026-02-28 09428660 e:Director2 2025-03-01 2026-02-28 09428660 e:Director3 2025-03-01 2026-02-28 09428660 e:Director5 2025-03-01 2026-02-28 09428660 e:Director5 2026-02-28 09428660 e:Director6 2025-03-01 2026-02-28 09428660 e:Director6 2026-02-28 09428660 e:RegisteredOffice 2025-03-01 2026-02-28 09428660 d:OfficeEquipment 2025-03-01 2026-02-28 09428660 d:OfficeEquipment 2026-02-28 09428660 d:OfficeEquipment 2025-02-28 09428660 d:OfficeEquipment d:OwnedOrFreeholdAssets 2025-03-01 2026-02-28 09428660 d:ComputerEquipment 2025-03-01 2026-02-28 09428660 d:ComputerEquipment 2026-02-28 09428660 d:ComputerEquipment 2025-02-28 09428660 d:ComputerEquipment d:OwnedOrFreeholdAssets 2025-03-01 2026-02-28 09428660 d:OwnedOrFreeholdAssets 2025-03-01 2026-02-28 09428660 d:CurrentFinancialInstruments 2026-02-28 09428660 d:CurrentFinancialInstruments 2025-02-28 09428660 d:CurrentFinancialInstruments d:WithinOneYear 2026-02-28 09428660 d:CurrentFinancialInstruments d:WithinOneYear 2025-02-28 09428660 d:ReportableOperatingSegment1 2025-03-01 2026-02-28 09428660 d:ReportableOperatingSegment1 2024-03-01 2025-02-28 09428660 d:ReportableOperatingSegment2 2025-03-01 2026-02-28 09428660 d:ReportableOperatingSegment2 2024-03-01 2025-02-28 09428660 d:ReportableOperatingSegment3 2025-03-01 2026-02-28 09428660 d:ReportableOperatingSegment3 2024-03-01 2025-02-28 09428660 d:ReportableOperatingSegment5 2025-03-01 2026-02-28 09428660 d:ReportableOperatingSegment5 2024-03-01 2025-02-28 09428660 f:UnitedKingdom 2025-03-01 2026-02-28 09428660 f:UnitedKingdom 2024-03-01 2025-02-28 09428660 f:RestEuropeOutsideUK 2025-03-01 2026-02-28 09428660 f:RestEuropeOutsideUK 2024-03-01 2025-02-28 09428660 f:RestWorldOutsideUK 2025-03-01 2026-02-28 09428660 f:RestWorldOutsideUK 2024-03-01 2025-02-28 09428660 d:UKTax 2025-03-01 2026-02-28 09428660 d:UKTax 2024-03-01 2025-02-28 09428660 d:ShareCapital 2026-02-28 09428660 d:ShareCapital 2024-03-01 2025-02-28 09428660 d:ShareCapital 2025-02-28 09428660 d:ShareCapital 2024-03-01 09428660 d:SharePremium 2026-02-28 09428660 d:SharePremium 2 2025-03-01 2026-02-28 09428660 d:SharePremium 3 2025-03-01 2026-02-28 09428660 d:SharePremium 2024-03-01 2025-02-28 09428660 d:SharePremium 2025-02-28 09428660 d:SharePremium 2024-03-01 09428660 d:SharePremium 2 2024-03-01 2025-02-28 09428660 d:SharePremium 3 2024-03-01 2025-02-28 09428660 d:OtherMiscellaneousReserve 2026-02-28 09428660 d:OtherMiscellaneousReserve 2 2025-03-01 2026-02-28 09428660 d:OtherMiscellaneousReserve 3 2025-03-01 2026-02-28 09428660 d:OtherMiscellaneousReserve 2024-03-01 2025-02-28 09428660 d:OtherMiscellaneousReserve 2025-02-28 09428660 d:OtherMiscellaneousReserve 2024-03-01 09428660 d:OtherMiscellaneousReserve 2 2024-03-01 2025-02-28 09428660 d:OtherMiscellaneousReserve 3 2024-03-01 2025-02-28 09428660 d:RetainedEarningsAccumulatedLosses 2025-03-01 2026-02-28 09428660 d:RetainedEarningsAccumulatedLosses 2026-02-28 09428660 d:RetainedEarningsAccumulatedLosses 2 2025-03-01 2026-02-28 09428660 d:RetainedEarningsAccumulatedLosses 3 2025-03-01 2026-02-28 09428660 d:RetainedEarningsAccumulatedLosses 2024-03-01 2025-02-28 09428660 d:RetainedEarningsAccumulatedLosses 2025-02-28 09428660 d:RetainedEarningsAccumulatedLosses 2024-03-01 09428660 d:RetainedEarningsAccumulatedLosses 2 2024-03-01 2025-02-28 09428660 d:RetainedEarningsAccumulatedLosses 3 2024-03-01 2025-02-28 09428660 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2026-02-28 09428660 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2025-02-28 09428660 d:FinancialLiabilitiesFairValueThroughProfitOrLoss d:ListedExchangeTraded 2026-02-28 09428660 d:FinancialLiabilitiesFairValueThroughProfitOrLoss d:ListedExchangeTraded 2025-02-28 09428660 e:OrdinaryShareClass1 2025-03-01 2026-02-28 09428660 e:OrdinaryShareClass1 2025-02-28 09428660 e:OrdinaryShareClass2 2025-03-01 2026-02-28 09428660 e:OrdinaryShareClass2 2025-02-28 09428660 e:OrdinaryShareClass3 2025-03-01 2026-02-28 09428660 e:OrdinaryShareClass3 2025-02-28 09428660 e:OrdinaryShareClass4 2025-03-01 2026-02-28 09428660 e:OrdinaryShareClass4 2025-02-28 09428660 e:OrdinaryShareClass5 2025-03-01 2026-02-28 09428660 e:OrdinaryShareClass5 2025-02-28 09428660 e:FRS102 2025-03-01 2026-02-28 09428660 e:Audited 2025-03-01 2026-02-28 09428660 e:FullAccounts 2025-03-01 2026-02-28 09428660 e:PrivateLimitedCompanyLtd 2025-03-01 2026-02-28 09428660 d:ShareCapital 2 2025-03-01 2026-02-28 09428660 d:ShareCapital 3 2025-03-01 2026-02-28 09428660 d:ShareCapital 2 2024-03-01 2025-02-28 09428660 d:ShareCapital 3 2024-03-01 2025-02-28 09428660 g:PoundSterling 2025-03-01 2026-02-28 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 09428660 OLIO EXCHANGE LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
OLIO EXCHANGE LIMITED COMPANY INFORMATION
Directors | Saasha Celestial-One
| Tessa Clarke
| Per Brilioth
| Jonathan Nearchos Petrides
Registered number | 09428660
Registered office | 11a Brackenbury Road
| London
| W6 0BE
Independent auditors | Wisteria Audit Ltd
| Statutory Auditors & Chartered Accountants
| Pikes End
| London
| HA5 2EX
OLIO EXCHANGE LIMITED CONTENTS
| Page
Strategic Report | 1 - 5
Directors' Report | 6 - 7
Independent Auditors' Report | 8 - 11
Income Statement | 12
Balance Sheet | 13
Statement of Changes in Equity | 14
Statement of Cash Flows | 15
Analysis of Net Debt | 16
Notes to the Financial Statements | 17 - 31
OLIO EXCHANGE LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 28 FEBRUARY 2026
Business review
Olio reduced its net loss by 25% during the year (FY 2025/26: £2.2m vs. FY 2024/25: £2.9m). This was driven by higher turnover (FY 2025/26: £4.0m vs. FY 2024/25: £3.6m) and lower operating costs (FY 2025/26: £5.1m vs. FY 2024/25: £5.8m). The improvement reflects both revenue diversification through new B2B revenue streams launched during the year and a reduction in the underlying cost base. The directors note that the FY 2025/26 cost base does not yet reflect the full structural saving from a restructuring exercise conducted in December 2025; the majority of redundancy payments fell into the March 2026 payroll, with the full-year benefit visible from FY 2026/27 onwards. Fully-loaded staff costs are the primary driver of operating costs. The December 2025 restructure was a difficult but necessary decision to put Olio on a clear path to profitability. The average monthly number of employees, including directors, for FY 2025/26 was 55 (FY 2024/25: 69). Headcount at year-end was 45, with further reductions expected to flow through during FY 2026/27 as the restructure completes. Operating costs fell elsewhere due to reductions in spend across software and subscriptions, marketing, professional services and miscellaneous categories as part of a continued push towards EBITDA breakeven, which the directors are targeting during 2027. During the year, Olio also diversified its revenue base by launching new B2B revenue streams. The Iceland/Gander partnership commenced earlier in the year offering discounted food distribution services (Reductions Feed); and the Sainsbury's/FareShare charity food redistribution partnership commenced its phased roll-out from January 2026, with the full Sainsbury's estate onboarded by Spring 2026. Olio also developed a solution to support front-of-store customer donations for Sainsbury’s, scheduled to launch in June 2026. All new revenue streams are recognised on a gross/principal basis under FRS 102, with associated partner costs presented separately within Cost of Sales as Partner Integration Costs. The reported 13% growth includes the effect of recognising these new revenue streams on a gross basis; underlying growth was lower.
Key performance indicators
| 2026 | 2025 | Change %
Signed-up users (cumulative) | 9.2m | 8.4m | +9%
Total listings (annual) | 16.8m | 16.2m | +4%
Equivalent portions of free food shared (annual) | 74.5m | 66.7m | +12%
Free household items shared (annual) | 2.2m | 2.5m | -11%
Tonnes of CO2 emissions avoided (annual) | 62.2k | 55.4k | +12%
Litres of water saved (annual) | 11.1bn | 10.0bn | +11%
We think of our impact as the number of people using Olio and the number of listings shared by them. Marketplace liquidity (sufficient demand to absorb a significant proportion of available supply) is also very important, which is why we look carefully at the number of portions of food and number of household items that are successfully shared (i.e. picked up) by another Olio user. Our ultimate environmental impact can be expressed in terms of CO2 emissions and litres of water not wasted. Page 1
OLIO EXCHANGE LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 28 FEBRUARY 2026
Principal risks and uncertainties
Risk | Potential impact | Mitigating actions
Loss of revenues from Food Waste Heroes Programme | Olio's FWH Programme is responsible for approximately 89% of revenues, so a major revenue loss (e.g. due to a key client churning, or major operational improvements at retailers reducing the amount of surplus food given away for free) would severely impact Olio's overall revenues. | Olio is diversifying away from the legacy B2B model by moving up the food waste hierarchy. This involves building a food redistribution 'One Stop Shop' encompassing the sale of discounted food (Reductions Feed) and the redistribution of food to charities. New revenue lines launched in FY 2025/26 (Iceland/Gander discounted food, Sainsbury's/FareShare charity redistribution) reduce concentration risk.
Page 2
OLIO EXCHANGE LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 28 FEBRUARY 2026
Severe food poisoning incident / allergic reaction | Reputational impact that has the potential to affect all key stakeholders’ usage of Olio’s platform (clients, users and volunteers). Commercial impact if clients decide to leave the Food Waste Heroes Programme as a result of the incident. | Olio has a robust Food Safety Management System which receives 'assured advice' from its Primary Authority, South Derbyshire District Council, every year. This governs Olio's approach to food safety for its FWH Programme. Olio's volunteers, who redistribute food donated by businesses, are food safety-trained and regularly tested on their knowledge. Olio also conducts an annual allergen audit of businesses participating in the Food Waste Heroes programme. In the event of an incident, there is a clear liability clause in contracts and Olio has comprehensive product liability insurance. The Olio platform facilitates the redistribution of tens of millions of food items annually via the FWH Programme without a single confirmed food poisoning incident.
Risk | Potential impact | Mitigating actions
Page 3
OLIO EXCHANGE LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 28 FEBRUARY 2026
Insufficient volunteers to operate FWH Programme | Olio’s Food Waste Heroes Programme relies on the outstanding efforts of 100k+ food safety-trained volunteers redistributing food from local businesses. A major drop in volunteering activity would result in less food being redistributed - which would reduce Olio’s impact and its revenues. | Olio seeks to engage and retain existing volunteers whilst actively recruiting more in parallel to ensure a healthy pool of volunteers. Volunteer recruitment activities include email campaigns and in-app nudges to volunteer; engagement activities include regular newsletters, impact stats and frequent webinars. Olio maintains a close and transparent working relationship with food safety regulators in order to be allowed to innovate and scale volunteer operations. In addition to allowing volunteers to keep 10% of food collected, collection slots which are more difficult to recruit volunteers for have been labelled as 'Save Me Collection' slots, from which volunteers may keep as much of the food as they wish.
Financial Risk Management
The Company's financial instruments comprise cash at bank, trade and other receivables, and trade and other payables arising directly from operations. The Company's activities expose it to a limited level of financial risk, which is managed in line with the overall risk appetite approved by the Board. Price Risk The Company has minimal exposure to price risk. It does not trade in commodities or hold investments subject to material price volatility. Revenue is generated primarily through contractual service fees under the FWH Programme and digital subscription income from app users. Both streams are contracted or predictable in nature and are not directly sensitive to changes in market prices. Operating expenditure is closely monitored, with supplier pricing reviewed periodically to ensure value for money. Credit Risk Credit risk primarily arises from receivables due from corporate clients and digital payment intermediaries (Apple/Google). The Company's exposure to credit risk is concentrated in a small number of large B2B clients. Balances are reviewed on a monthly basis and provisions are recognised where recovery is deemed uncertain in line with the bad debt provisioning policy formalised in FY 2025/26. Receivables turnover and ageing are reviewed monthly by the Finance team and reported to the Board. Page 4
OLIO EXCHANGE LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 28 FEBRUARY 2026
Liquidity Risk
The Company manages liquidity risk through prudent cash management and forecasting processes. Cash reserves of £3.69m were held at year-end (FY 2024/25: £5.69m), providing a strong liquidity position relative to operational needs. The business operates with no external debt and maintains close oversight of working capital to ensure sufficient funds are available to meet liabilities as they fall due. Forward-looking cash flow models are prepared regularly and reviewed by management to ensure adequate liquidity is maintained at all times. Cash Flow Risk Cash flow risk relates to the timing of inflows from corporate clients and app stores versus the timing of operating outflows. The risk is managed through active cash forecasting, maintaining cash buffers, and ensuring short-term deposits are held with major UK financial institutions. The Company has no exposure to variable-rate borrowings or foreign exchange movements that would materially affect future cash flows. Financial Risk Management Objectives and Policies The Board’s objective is to maintain financial stability and protect shareholder value through disciplined cost management, predictable cash flows, and responsible use of capital. The Company’s financial risk management framework includes: ∙Maintaining a debt-free capital structure and significant cash reserves; ∙Regular monitoring of cash burn and liquidity forecasts against targets; ∙Diversification of revenue streams to reduce reliance on any single partner or channel; ∙Ensuring all counterparties meet minimum creditworthiness standards; and ∙Avoiding speculative financial instruments or derivative exposures.
Future developments
The directors expect the net loss for 2026/27 to decrease vs. 2025/26 due to: (1) Higher revenues driven by the expansion of FWH Programme, including internationally, and a new B2B revenue stream, Reductions Feed. (2) The full-year benefit of the lower cost base following the December 2025 restructure. The Board is therefore targeting EBITDA breakeven during 2027. This report was approved by the board on 7 August 2026 and signed on its behalf.
Saasha Celestial-One Director
Page 5
OLIO EXCHANGE LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 28 FEBRUARY 2026 The Directors present their report and the financial statements for the year ended 28 February 2026.
Principal activities
Olio Exchange Limited ("Olio") is a marketplace connecting businesses and individuals that have surplus food and household items with members of their local community that want them. We enable these surplus items to be reused rather than thrown away, delivering a significant environmental benefit in the process. Our primary revenue driver is our FWH offering, whereby volunteers collect surplus food from local businesses and redistribute it to their local community. During FY 2025/26 Olio expanded the B2B offering with the launch of discounted food sales (Reductions Feed) via the Iceland/Gander partnership and charity food redistribution via the Sainsbury's/FareShare partnership. Our secondary revenue stream comes from our user base, either via in-app advertising or through a paid 'Supporter' subscription. Whilst our primary mission is environmental, we also provide significant nutritional, social and financial benefits for our users.
Directors
The Directors who served during the year were:
Saasha Celestial-One
Tessa Clarke
Per Brilioth
Frederic Gabriel Mazzella (resigned 31 December 2025)
Jonathan Nearchos Petrides (appointed 1 January 2026)
Results and dividends
The results for the year ended 28 February 2026 are shown in the Income Statement on page 11 with additional details provided within the Business review section of the Strategic Report. Dividends The Company issued no dividends during 2026 (2025: £nil).
Going concern
The Directors have considered the business activities as well as the principal risks and uncertainties set out in the Strategic Report to conclude a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future (refer to Note 2.2 for further details). The Company therefore continues to adopt the going concern basis in preparing its Financial Statements.
Political Donations
The Company made no political donations during 2026 (2025: £nil). Page 6
OLIO EXCHANGE LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 28 FEBRUARY 2026
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙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 to 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.
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end (see Note 22).
Auditors
The auditors, Wisteria Audit Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 7 August 2026 and signed on its behalf.
Saasha Celestial-One Director
Page 7
OLIO EXCHANGE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OLIO EXCHANGE LIMITED
Opinion
We have audited the financial statements of Olio Exchange Limited (the 'Company') for the year ended 28 February 2026, which comprise the Income Statement, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows, the Analysis of Net Debt and notes to the financial statements, including 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 the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 28 February 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.
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 8
OLIO EXCHANGE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OLIO EXCHANGE LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 matters 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 the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the 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 Directors' Report. We have nothing to report in respect of the following matters in relation to which 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 in the Directors' Responsibilities Statement set out on page 7, 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 9
OLIO EXCHANGE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OLIO EXCHANGE LIMITED (CONTINUED)
Auditors' 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 Auditors' 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙We obtained an understanding of the legal and regulatory frameworks applicable to the Company, and sector in which they operate. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as: Financial Reporting Standard 102 applicable in the UK and Republic of Ireland ('United Kingdom Generally Accepted Accounting Practice), Companies Act 2006 and taxations laws. ∙We understood how the Company is complying with those legal and regulatory frameworks through discussions with management and those charged with governance. ∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: °identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; °understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; °challenging assumptions and judgements made by management in its significant accounting estimates; °identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and °assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item. Our procedures to obtain sufficient appropriate audit evidence in response to the assessment risks of material misstatement due to fraud included: ∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations; ∙Performing a detailed review of the Company’s year-end adjusting entries; ∙Enquiries being made of management with regard to actual and potential litigation and claims; ∙Obtaining and reviewing minutes of Board meetings, evidence of legal fees incurred, and any correspondence with HMRC, for indicators of possible fraud and non-compliance; ∙Testing the appropriateness of the accounting policies relating to revenue recognition and performing specific procedures over the existence and cut-off of revenue around the year end; ∙Carrying out substantive testing of journal entries to assess whether they are appropriate, and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business; ∙Performing a detailed review of key accounting estimates, including a respective review of outcomes against estimates included in the prior year’s financial statements and assessing whether the judgements made in arriving at the accounting estimates are indicative of potential bias; and Page 10
OLIO EXCHANGE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OLIO EXCHANGE LIMITED (CONTINUED) ∙We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indicators of fraud or non-compliance with laws and regulations throughout the audit. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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. Barry Au FCA (Senior Statutory Auditor) for and on behalf of Wisteria Audit Ltd Statutory Auditors & Chartered Accountants Pikes End London HA5 2EX 7 August 2026 Page 11
OLIO EXCHANGE LIMITED INCOME STATEMENT FOR THE YEAR ENDED 28 FEBRUARY 2026
| 2026 | 2025
Note | £ | £
Turnover | 4 | 4,049,289 | 3,598,675
Cost of sales |  | (1,293,211) | (1,155,669)
Gross profit |  | 2,756,078 | 2,443,006
Administrative expenses |  | (5,134,897) | (5,788,604)
Other operating income | 5 | 671 | 45,432
Operating loss | 6 | (2,378,148) | (3,300,166)
Other interest receivable and similar income | 7 | 184,602 | 323,788
Loss before tax |  | (2,193,546) | (2,976,378)
Tax on loss | 8 | - | 46,039
Loss for the financial year |  | (2,193,546) | (2,930,339)
There are no items of other comprehensive income for 2026 or 2025 other than the loss for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 17 to 31 form part of these financial statements.
Page 12
OLIO EXCHANGE LIMITED REGISTERED NUMBER: 09428660 BALANCE SHEET AS AT 28 FEBRUARY 2026
|  |  |  | As restated
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible fixed assets | 12 |  | 9,644 |  | 8,508
|  |  | 9,644 |  | 8,508
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 1,578,863 |  | 1,817,309 |
Cash at bank and in hand | 14 | 3,694,501 |  | 5,691,056 |
|  | 5,273,364 |  | 7,508,365 |
Creditors: amounts falling due within one year | 15 | (283,449) |  | (554,699) |
Net current assets |  |  | 4,989,915 |  | 6,953,666
Total assets less current liabilities |  |  | 4,999,559 |  | 6,962,174
Net assets |  |  | 4,999,559 |  | 6,962,174
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 46 |  | 46
Share premium account |  |  | 36,222,327 |  | 36,222,327
Share based payments reserve | 19 |  | 2,088,226 |  | 1,919,383
Profit and loss account |  |  | (33,311,040) |  | (31,179,582)
Shareholder funds |  |  | 4,999,559 |  | 6,962,174
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 August 2026.
Saasha Celestial-One
Director
The notes on pages 17 to 31 form part of these financial statements. Page 13
OLIO EXCHANGE LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 28 FEBRUARY 2026
| Called up share capital | Share premium account | Share based payments reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 March 2024 | 45 | 36,297,278 | 1,548,843 | (28,437,620) | 9,408,546
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (2,930,339) | (2,930,339)
Shares issued during the year | 1 | - | - | - | 1
Reclass of shares (restated) | - | (74,951) | - | 74,951 | -
Share based payment charge | - | - | 483,966 | - | 483,966
Share options exercised and settled in the year | - | - | (113,426) | 113,426 | -
At 1 March 2025 (restated) (Note 20) | 46 | 36,222,327 | 1,919,383 | (31,179,582) | 6,962,174
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (2,193,546) | (2,193,546)
Contributions by and distributions to owners |  |  |  |  |
Share based payment charge | - | - | 230,931 | - | 230,931
Share options exercised and settled in the year | - | - | (62,088) | 62,088 | -
At 28 February 2026 | 46 | 36,222,327 | 2,088,226 | (33,311,040) | 4,999,559
| The notes on pages 17 to 31 form part of these financial statements.
Page 14
OLIO EXCHANGE LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 28 FEBRUARY 2026
|  |  | 2026 | 2025
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (2,193,546) | (2,930,339)
Adjustments for: |  |
Depreciation of tangible assets | 7,906 | 11,797
Profit on disposal of tangible assets | (875) | -
Interest received | (184,602) | (323,788)
Taxation credit | - | (46,039)
Decrease/(increase) in debtors | 238,446 | (663,922)
(Decrease)/increase in creditors | (272,076) | 82,971
Share based payment charge | 230,931 | 483,966
Corporation tax received | 826 | 68,501
Net cash generated from operating activities | (2,172,990) | (3,316,853)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (9,042) | (4,664)
Sale of tangible fixed assets | 875 | -
Interest received | 184,602 | 323,788
Net cash from investing activities | 176,435 | 319,124
Cash flows from financing activities |  |
Issue of ordinary shares | - | 1
Net cash used in financing activities | - | 1
Net (decrease) in cash and cash equivalents | (1,996,555) | (2,997,728)
Cash and cash equivalents at beginning of year | 5,691,056 | 8,688,784
Cash and cash equivalents at the end of year | 3,694,501 | 5,691,056
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 3,694,501 | 5,691,056
| 3,694,501 | 5,691,056
The notes on pages 17 to 31 form part of these financial statements.
Page 15
OLIO EXCHANGE LIMITED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 28 FEBRUARY 2026
|  | At 1 March 2025 | Cash flows | At 28 February 2026
|  | £ | £ | £
Cash at bank and in hand | 5,691,056 | (1,996,555) | 3,694,501
| 5,691,056 | (1,996,555) | 3,694,501
The notes on pages 17 to 31 form part of these financial statements.
Page 16
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
1. | General information
Olio Exchange Limited is a private Company, limited by shares, registered in England and Wales, registration number 09428660. The registered office is 11a Brackenbury Road, London, England, W6 0BE. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see Note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The Directors have assessed Olio Exchange Limited's ability to continue as a going concern by reviewing its financial position, liquidity and forecast cash flows over a period of at least 12 months from the date of approval of these financial statements. As at 28 February 2026 the Company held cash reserves of £3.69m and had no external debt. Post year-end trading has continued to improve: the loss before taxation for the three months to 30 June 2026 averaged approximately £54,000 per month, reflecting the reduced cost base following the December 2025 restructuring. Cash at 30 June 2026 was £3.34m. On this basis, and holding the current run-rate flat with no revenue growth, the Company's cash reserves provide a runway of over 60 months, extending well beyond the assessment period. The Directors have prepared a financial model reflecting the Company's planned trajectory, which indicates EBITDA breakeven during 2027. The going concern conclusion does not, however, depend on this growth being achieved, nor on any new external funding, of which none is currently required. The Directors have also considered a downside scenario reflecting the loss of a major client, together with the mitigating cost actions available, and remain satisfied that the Company would retain adequate resources throughout the assessment period. Based on these factors, the Directors have concluded that there are no material uncertainties that cast significant doubt on the Company's ability to continue as a going concern for at least 12 months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis. Page 17
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Turnover
Turnover represents the fair value of consideration received or receivable for goods and services provided in the normal course of business, net of discounts, rebates, value-added tax, and other sales taxes. Food Waste Hero (FWH) Revenue: Revenue from FWH services is recognised over time as the services are rendered, in line with the terms of the contract. This reflects the ongoing nature of the service provided to supermarkets, where food is collected, redistributed, and the obligations under the agreement are fulfilled. Consumer-to-Consumer (C2C) Sales: Revenue from app supporter subscriptions via Apple and Google Store is recognised on a straight-line basis over the subscription period, reflecting the continuous delivery of app functionality and benefits to the user during that time. Reductions Feed: Revenue from Reductions Feed is recognised over the period in which promotion services are provided to retail partners. The Company acts as principal and therefore recognises revenue on a gross basis. Related partner integration and delivery costs are recognised within cost of sales. Marketing Revenue is made up of advertising revenue within both our Apple and Google apps and is recognised on a straight line basis monthly when based on the reports from Apple and Google respectively. Revenue recognition for all streams is aligned with the stage of completion or performance obligations fulfilled, ensuring compliance with applicable financial reporting standards. Page 18
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 2.Accounting policies (continued)
| 2.5 | Research and development
Expenditure on research and development is written off in the year in which it is incurred. Where appropriate, development expenditure is capitalised and amortised over its useful economic life.
| 2.6 | Research and development tax credit
During the financial year, Olio Exchange Limited received a tax credit for qualifying research and development expenditure under the Research and Development tax relief scheme. This is presented as a tax repayment in the Statement of Profit or Loss in line with disclosure requirements under FRS 102.
| 2.7 | Tangible fixed assets and depreciation
Tangible assets are included at cost less depreciation and impairment. Depreciation has been provided at the following rates in order to write off the assets over their estimated useful lives: Office equipment 20% Straight Line Computer equipment 33% Straight Line
| 2.8 | Government grants
Government grants in relation to tangible fixed assets are credited to profit and loss account over the useful lives of the related assets, whereas those in relation to expenditure are credited when the expenditure is charged to profit and loss.
| 2.9 | Foreign exchange
Monetary 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 rates of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
| 2.10 | Employee Benefits
The Company participates in a defined contribution scheme. The amount charged to the profit and loss account in respect of pension costs and other retirement benefits is 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. Page 19
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 2.Accounting policies (continued)
| 2.11 | 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 profit or loss, 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. Debt instruments that comply with all of the condition of paragraph 11.9 of FRS 102 are classified as 'basic'. For debt instruments that do not meet the conditions of 11.9 of FRS 102, the Company considers whether the debt instrument is consistent with the principle in paragraph 11.9A of FRS 102 in order to determine whether it can be classified as basic. Instruments classified as 'basic' financial instruments are measured subsequently at amortised cost using the effective interest method. Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment. With the exception of some hedging instruments, other debt instruments not meeting conditions of being 'basic' financial instruments are measured at fair value through profit or loss. Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment. Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires. Page 20
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 2.Accounting policies (continued)
| 2.12 | 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. A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. 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.
| 2.13 | Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and are subject to an insignificant risk of changes in value.
| 2.14 | Trade and other debtors
Trade and other debtors are recognised at transaction price and subsequently measured at amortised cost, less impairment provisions. Trade debtors are stated net of provisions for doubtful debts, determined using both specific assessments of individual balances and an ageing-based methodology. Impairment losses are recognised where recovery of amounts due is considered uncertain.
| 2.15 | Trade and other creditors
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. Page 21
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 2.Accounting policies (continued)
| 2.16 | Share-based payments
The Company issues equity-settled share options to certain employees within the Company. Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. The fair value of options is determined using the Company's valuation at grant date, adjusted for expected volatility, dividend yield, and time to maturity, based on market and Company-specific data, which is considered by management to be the most appropriate method of valuation. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, which are described in Note 2, 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 period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgements in applying the Company's accounting policies The Directors do not consider there to be any critical accounting judgements that could cause a material difference compared to the figures as disclosed in the Financial Statements. Key source of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. Share based payments The Company evaluates the fair value of each EMI share option grant based on the latest funding valuation of the Company. Further details of the method used are explained in Note 2.16. Reconciliation of the movements in share options and their fair values are documented in Note 19. Impairment of trade debtors The impairment provision for trade debtors requires management to estimate the recoverability of outstanding balances. The provision is determined using an ageing-based methodology together with specific assessments of individual receivables where recovery is uncertain. Changes in assumptions regarding recoverability could result in a material adjustment to the carrying value of trade debtors and the related impairment charge. Page 22
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Food Waste Heroes (FWH) Revenue | 3,602,722 | 3,168,401
| Marketing Revenue | 124,056 | 421,846
| Online Sales (C-2-C Revenue) | 253,201 | 8,428
| Reductions Feed Revenue | 69,310 | -
|  | 4,049,289 | 3,598,675
Analysis of turnover by country of destination:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| United Kingdom | 3,903,763 | 3,313,405
| Europe (excluding UK) | 135,066 | 276,842
| Rest of World | 10,460 | 8,428
|  | 4,049,289 | 3,598,675
5. | Other operating income
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other operating income | 671 | 45,432
|  | 671 | 45,432
Page 23
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Direct labour | 625,234 | 641,727
| Wages and salaries | 3,078,646 | 3,509,652
| Directors' salaries | 331,667 | 320,000
| Pensions | 66,128 | 77,915
| Employer's NI | 513,057 | 501,017
| Share based payments charge | 230,931 | 483,966
|  | 4,845,663 | 5,534,277
| Depreciation of tangible fixed assets | 7,906 | 11,797
| Gain on sale of tangible assets | 875 | -
| Loss due to foreign exchange differences | 2,161 | 632
7. | Other interest receivable and similar income
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Bank interest income | 184,602 | 323,788
|  | 184,602 | 323,788
8. | Taxation
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax credit on loss for the year | - | (46,039)
| Total current tax | - | (46,039)
Page 24
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026 8.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (2,193,546) | (2,976,378)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%) | (548,387) | (744,095)
| Effects of: |  |
| Expenses not deductible for tax purposes | 92,747 | 122,861
| Losses carried forward | 455,640 | 621,234
| Surrender of tax losses for received R&D tax credit refund in period | - | (46,039)
| Total tax charge for the year | - | (46,039)
| Factors that may affect future tax charges
There are currently no factors that may affect future tax charges.
9. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's Financial Statements | 24,185 | 19,700
Page 25
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
10. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Wages and salaries | 4,035,547 | 4,471,379
| Social security costs | 513,057 | 501,017
| Cost of defined contribution scheme | 66,128 | 77,915
|  | 4,614,732 | 5,050,311
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2026 | 2025
|  |  | No. | No.
|  |  | 55 | 69
11. | Directors' remuneration
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Directors' emoluments | 331,667 | 320,000
|  | 331,667 | 320,000
| The highest paid Director received remuneration of £154,465 (2025 - £151,320).
| During the year 2 directors received shares under the long-term incentive schemes (2025 -2).
Page 26
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
12. | Tangible fixed assets
|  | Office equipment | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 March 2025 | 4,016 | 53,199 | 57,215
| Additions | - | 9,042 | 9,042
| Disposals | - | (3,748) | (3,748)
| At 28 February 2026 | 4,016 | 58,493 | 62,509
| Depreciation |  |  |
| At 1 March 2025 | 4,016 | 44,691 | 48,707
| Charge for the year on owned assets | - | 7,906 | 7,906
| Disposals | - | (3,748) | (3,748)
| At 28 February 2026 | 4,016 | 48,849 | 52,865
| Net book value |  |  |
| At 28 February 2026 | - | 9,644 | 9,644
| At 28 February 2025 | - | 8,508 | 8,508
13. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade debtors | 1,235,667 | 1,423,842
| Prepayments and accrued income | 337,870 | 387,315
| Other debtors | 5,326 | 6,152
|  | 1,578,863 | 1,817,309
| Trade debtors are stated net of an impairment provision of £135,784 (2025: £nil), reflecting management's assessment of amounts considered doubtful of recovery under the bad debt provisioning policy adopted during the year.
Page 27
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
14. | Cash and cash equivalents
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Cash at bank and in hand | 3,694,501 | 5,691,056
|  | 3,694,501 | 5,691,056
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade creditors | 157,672 | 21,935
| Other taxation and social security | 11,976 | 330,538
| Other creditors | 61,054 | 48,809
| Accruals and deferred income | 52,747 | 153,417
|  | 283,449 | 554,699
16. | Financial instruments
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Financial assets |  |
| Cash at Bank and in hand | 3,694,501 | 5,691,056
| Financial assets measured at amortised cost | 1,578,678 | 1,817,309
|  | 5,273,179 | 7,508,365
| Financial liabilities |  |
| Financial Liabilities measured at amortised cost | 247,058 | 120,602
| Cash and cash equivalents comprise of cash in bank. Financial assets measured at amortised cost comprise of trade debtors, other debtors and accrued income. Financial liabilities measured at amortised cost comprise of trade creditors, other creditors and accruals.
Page 28
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
17. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,191,628 (2025 - 1,177,668) Ordinary shares of £0.00001 each | 12 | 12
|  | 801,193 (2025 - 801,193) A Ordinary shares of £0.00001 each | 8 | 8
|  | 643,030 (2025 - 643,030) Seed shares of £0.00001 each | 6 | 6
|  | 608,413 (2025 - 608,413) A-1 Ordinary shares of £0.00001 each | 6 | 6
|  | 1,408,545 (2025 - 1,408,545) B Ordinary shares of £0.00001 each | 14 | 14
|  |  | 46 | 46
| All shares carry full rights with regards to dividends and voting. The Company's other reserves are as follows: The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses. Share based payment reserve made for the cost of making share based payments to staff under the Company stock option plan. The profit and loss reserve represents cumulative profits or losses, including net of dividends paid and other adjustments.
18. | Employee benefits
Defined contribution schemes The Company operates defined contribution retirement benefit schemes for all qualifying employees. The total expense charged to profit or loss in the year ended 28 February 2026 was £66,128 (2025: £77,915). Page 29
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
19. | Share-based payments
| The Company operates a share option scheme comprising both EMI qualifying options for UK employees and Non-Qualified Stock Options for non-UK contractors who are treated as employees for the purposes of the scheme. As at the balance sheet date, the Company had 531,105 outstanding share options with an average market value of £4.10 per share. Options vest over four years from the date of grant, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting in equal quarterly instalments over the following three years. Employees (and contractors treated as employees) are required to remain engaged with the Company throughout the vesting period, and any unvested options lapse if the individual ceases to provide services within 12 months of the grant date. All options expire on the tenth anniversary of the date of grant. The share options are exercisable over the Company’s ordinary share capital. A reconciliation of movements in share options during the year to 28 February 2026 is shown below:
|  | Weighted average exercise price (pence) 2026 | Number 2026 | Weighted average exercise price (pence) 2025 | Number 2025
| Outstanding at the beginning of the year | 4.01 | 544,875 | 4.09 | 591,645
| Adjustment to outstanding at the beginning of the year | - | - | 4.09 | 9,760
| Granted during the year | - | - | 3.91 | 2,072
| Forfeited during the year | 3.91 | (1,901) | 3.91 | (34,893)
| Exercised during the year | 3.91 | (11,869) | 3.91 | (22,749)
| Expired during the year | - | - | 3.91 | (960)
| Outstanding at the end of the year | 4.01 | 531,105 | 4.01 | 544,875
Page 30
OLIO EXCHANGE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2026
20. | Prior year adjustment
During the year, the Company identified inaccuracies in the accounting for share-based payments in prior periods. These arose due to incomplete and inconsistent data within the share option administration system, which resulted in certain grants, exercises and forfeitures not being fully reflected in previous calculations. A comprehensive review and reconciliation of the underlying data have been performed, and the opening reserves have been restated to correct these errors. The adjustment relates to the reclassification of balances between the share-based payment reserve and retained earnings in respect of share options exercised in FY24. The adjustment has no impact on the current or prior year profit and loss account but results in a restatement of comparative equity figures. The effect of this adjustment on reserves is as follows:
|  | Per signed 2025 accounts | Adjustment | Restated
|  | £ | £ | £
| Share premium account | 36,297,278 | 74,951 | 36,222,327
| Profit and loss account | 31,254,533 | (74,951) | 31,179,582
21. | Related party transactions
| During the year the Company paid rent to Tessa Clarke of £nil (2025: £1,775). Tessa Clarke is a Director of the company. During the year, the Company paid consultancy fees amounting to £18,996 (2025: £17,413) to Clockswood Consultancy Ltd, a Company in which she is also a Director. These transactions were conducted on an arm’s length basis and in the normal course of business.
22. | Post balance sheet events
There have been no material events or transactions occurring subsequent to the balance sheet date of 28 February 2026, through the date of authorization of these Financial Statements for issue, that would require adjustment to, or disclosure in, the Financial Statements.
23. | Controlling party
The Company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the Company that have significant control.
Page 31