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Registered number: 13153008
OCULA TECHNOLOGIES HOLDINGS LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 JANUARY 2026
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OCULA TECHNOLOGIES HOLDINGS LIMITED
REGISTERED NUMBER: 13153008
BALANCE SHEET
AS AT 31 JANUARY 2026
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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OCULA TECHNOLOGIES HOLDINGS LIMITED
REGISTERED NUMBER: 13153008
BALANCE SHEET (CONTINUED)
AS AT 31 JANUARY 2026
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 10 form part of these financial statements.
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OCULA TECHNOLOGIES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Ocula Technologies Holdings Limited (the 'Company') is a private company limited by shares and incorporated in England and Wales. Its registered office is Salisbury House, Station Road, Cambridge, CB1 2LA. Its trading address is Murray House, 4/5 Murray Street, Belfast, United Kingdom, BT1 6DN.
During the prior period, the Company changed its financial year end from 31 July to 31 January for internal reporting purposes. As a result, these financial statements cover a year from 1 February 2025 to 31 January 2026, whereas the comparative figures cover a 6-month period from 1 August 2024 to 31 January 2025.
The Company's functional and presentational currency is GBP.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
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EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
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OCULA TECHNOLOGIES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
The financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operational existence and meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.
In assessing the appropriateness of the going concern basis, the Directors have reviewed the Company's cash flow forecasts and projected funding requirements for a period of at least 12 months from the date of approval of these financial statements. The forecasts reflect current trading expectations, planned expenditure and the anticipated funding needs of the business.
The group completed a £750k convertible loan note raise with existing investors in July 2026, which has been received in full. The group has since obtained investment committee approval from a prospective investor to proceed to legal documentation on a further £750k investment, which is anticipated to complete in November 2026. That investment is subject to the group reaching an agreed annual recurring revenue target. The group has already achieved the substantial majority of that target, and the directors are progressing a pipeline of advanced opportunities expected to close the remaining balance within the period. The directors are separately maintaining discussions with additional investors to provide further flexibility.
Based on the approved forecasts, the funding secured to date, the group's recurring revenue base, the progress made toward the revenue target and the additional funding discussions in progress, the Directors expect the Company to have sufficient financial resources to continue its operations and support the activities of its subsidiary undertaking and therefore adopt the going concern basis in preparing these financial statements.
The Company operates an equity-settled share-based payment arrangement under which equity instruments of the Company are granted to employees of subsidiary undertakings.
The fair value of options granted is determined at the grant date using an appropriate option pricing model and is not subsequently remeasured. The fair value is recognised over the vesting period based on the Company's estimate of the number of awards expected to vest, with any revision to the estimate recognised in the period of change.
Where employees of subsidiary undertakings receive rights to equity instruments of the Company, the Company recognises an increase in the cost of its investment in the relevant subsidiary, with a corresponding credit in equity. The amount recognised is based on the equity-settled share-based payment expense recognised by the subsidiary in respect of the awards granted.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Investments in subsidiaries are measured at cost less accumulated impairment.
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OCULA TECHNOLOGIES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
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CASH AND CASH EQUIVALENTS
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price.
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OCULA TECHNOLOGIES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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OCULA TECHNOLOGIES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
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FINANCIAL INSTRUMENTS (CONTINUED)
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Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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The Company has no employees other than the directors, who did not receive any remuneration (6 months to 31 January 2025 - NIL).
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OCULA TECHNOLOGIES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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Ocula Technologies Limited
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(a) Murray House, 4/5 Murray Street, Belfast, United Kingdom, BT1 6DN.
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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OCULA TECHNOLOGIES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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ALLOTTED, CALLED UP AND FULLY PAID
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1,408,700 (2025 - 1,408,700) Ordinary shares of £0.0001 each
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809,713 (2025 - 738,863) A Ordinary shares of £0.0001 each
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254,200 (2025 - 254,200) G1 shares of £0.0001 each
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22,200 (2025 - 23,100) G2 shares of £0.0001 each
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113,400 (2025 - 113,400) G3 shares of £0.0001 each
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65,100 (2025 - 80,300) G4 shares of £0.0001 each
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29,400 (2024 -13,300) Deferred shares of £0.0001 each
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Share rights
Ordinary shares and A Ordinary shares carrying voting, dividend and capital rights.
G1 shares and G3 shares carry voting rights but do not carry rights to dividends. These shares do not carry rights to capital, except in respect of an exit as set out in the articles adopted on 16 October 2024.
G2 shares and G4 shares do not carry voting rights or rights to dividends. These shares do not carry rights to capital, except in respect of an exit as set out in the articles adopted on 16 October 2024.
Deferred shares do not carry voting rights but do carry rights to dividends and capital.
Share redesignations
On 6 March 2025 the Company redesignated 900 G2 shares and 13,300 G4 shares of £0.0001 each to 14,200 Deferred shares of £0.0001 each.
On 28 January 2026 the Company redesignated 1,900 G4 shares of £0.0001 each to 1,900 Deferred shares of £0.0001 each.
Share issues
On 13 March 2025 the Company issued 70,850 A Ordinary shares of £0.0001 each for total consideration of £349,999. The difference between the total consideration and the total nominal value of the shares issued has been included in the share premium account.
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OCULA TECHNOLOGIES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
The Company participates in a group share-based payment arrangement under which equity instruments of the Company are granted to employees of its subsidiary, Ocula Technologies Limited.
During the year, the Company granted 400,372 share options, of which 88,789 were forfeited prior to vesting. The fair value of the options granted has been determined using the Black-Scholes option pricing model.
The equity-settled share-based payment charge recognised in the financial statements of Ocula Technologies Limited amounted to £278,505 (6 months ended 31 January 2025 - £NIL). In accordance with FRS 102, the Company has recognised a corresponding increase in the carrying amount of its investment in the subsidiary, with a credit recognised in equity.
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