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Registered number: NI677319
OCULA TECHNOLOGIES LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 JANUARY 2026
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OCULA TECHNOLOGIES LIMITED
REGISTERED NUMBER: NI677319
BALANCE SHEET
AS AT 31 JANUARY 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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Capital contribution reserve
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OCULA TECHNOLOGIES LIMITED
REGISTERED NUMBER: NI677319
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 11 form part of these financial statements.
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OCULA TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Ocula Technologies Limited (the 'Company') is a private company limited by shares and incorporated in Northern Ireland. Its registered office and principal 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.
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:
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 Company is currently reliant on financial support from its parent undertaking, Ocula Technologies Holdings Limited. 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.
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OCULA TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
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FOREIGN CURRENCY TRANSLATION
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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.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
All research and development expenditure is charged to the profit and loss account in the period in which it is incurred.
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OCULA TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
DEFINED CONTRIBUTION PENSION PLAN
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
The Company participates in a group equity-settled share-based payment arrangement under which employees receive rights to equity instruments of the ultimate parent company.
The fair value of the awards granted is determined at the grant date and is recognised as an employee benefit expense over the vesting period, based on the Company's estimate of the number of awards expected to vest. The fair value recognised is not subsequently remeasured.
As the Company has no obligation to settle the awards, the arrangement is accounted for as an equity-settled share-based payment. A corresponding credit is recognised within the capital contribution reserve, representing a contribution from the parent company.
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OCULA TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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OCULA TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
Short-term debtors are measured at transaction price, less any impairment.
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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.
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.
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OCULA TECHNOLOGIES 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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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.
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 average monthly number of employees, including directors, during the year was 25 (6 months ended 31 January 2025 - 27).
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OCULA TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Charge for the year on owned assets
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OCULA TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Prepayments and accrued income
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Other taxation and social security
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Accruals and deferred income
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Other creditors include contributions of £33,767 (2025 - £17,365) payable to the Company's defined contribution pension scheme at the balance sheet date.
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ALLOTTED, CALLED UP AND FULLY PAID
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1 (2025 - 1) Ordinary share of £1.00
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OCULA TECHNOLOGIES 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 employees are granted options over shares in the parent company, Ocula Technologies Holdings Limited.
During the year, employees were 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.
An equity-settled share-based payment charge of £278,505 (6 months ended 31 January 2025 - £NIL) has been recognised within administrative expenses. As the awards are settled by the parent company, the corresponding credit has been recognised within the capital contribution reserve as a contribution from the parent company.
9.FINANCIAL COMMITMENTS
Total financial commitments, guarantees and contingencies that are not included in the balance sheet amount to £88,875 (2025 - £82,500).
The immediate and ultimate parent undertaking is Ocula Technologies Holdings Limited, a company incorporated in England and Wales.
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