Company Registration No. 11252622 (England and Wales)
Calm.com (GB) Limited
Financial statements
for the year ended 31 December 2025
Pages for filing with the registrar
Calm.com (GB) Limited
Contents
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
Calm.com (GB) Limited
Statement of financial position
As at 31 December 2025
1
2025
2024
Notes
£
£
£
£
Current assets
Debtors
5
1,572,684
1,471,001
Cash at bank and in hand
18,942
33,395
1,591,626
1,504,396
Creditors: amounts falling due within one year
6
(72,932)
(161,288)
Net current assets
1,518,694
1,343,108
Capital and reserves
Called up share capital
8
1
1
Other reserves
810,355
808,779
Profit and loss reserves
708,338
534,328
Total equity
1,518,694
1,343,108
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 24 September 2026 and are signed on its behalf by:
Alex Tew
Director
Company Registration No. 11252622
Calm.com (GB) Limited
Statement of changes in equity
For the year ended 31 December 2025
2
Share capital
Share based payment reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
1
641,395
398,586
1,039,982
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
135,742
135,742
Share based payment expense
-
167,384
-
167,384
Balance at 31 December 2024
1
808,779
534,328
1,343,108
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
174,010
174,010
Share based payment expense
-
1,576
-
1,576
Balance at 31 December 2025
1
810,355
708,338
1,518,694
Calm.com (GB) Limited
Notes to the financial statements
For the year ended 31 December 2025
3
1
Accounting policies
Company information
Calm.com (GB) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 New Street Square, London, EC4A 3TW.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The financial statements have been prepared on the going concern basis, which is dependant upon the continued financial support by Calm.com, Inc, the ultimate parent company. The ultimate parent company has provided a letter of support to confirm they will provide sufficient cash resource to meet any debts as they fall due. The ultimate parent company has confirmed they will continue this support Calm.com (GB) Limited for up to at least 12 months subsequent to the date in which the financial statements are signed. true
As such at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover represents the recharge of cost plus mark-up incurred by the company in accordance with the Services Agreement entered into with its parent company. Turnover is recognised at the date the service is provided.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
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 statement of financial position 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.
Calm.com (GB) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
4
Basic financial assets
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Taxation
The tax expense represents the sum of the tax currently payable.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Calm.com (GB) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
5
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.10
Share-based payments
The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company’s employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.
The expense in relation to options over the company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
1.11
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.12
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
A source of estimation uncertainty relates to the valuation of the share options held by employees of the company. The Black-Scholes option pricing option model is used to estimate the fair value of outstanding share options, with estimation uncertainty arising around the vesting conditions and expected shares to vest.
3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
17,750
17,000
Calm.com (GB) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
6
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
14
13
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,486,377
1,426,039
Other debtors
86,307
44,962
1,572,684
1,471,001
6
Creditors: amounts falling due within one year
2025
2024
£
£
Corporation tax
58,742
145,380
Other creditors
14,190
15,908
72,932
161,288
Calm.com (GB) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
7
7
Share-based payment transactions
Group share-based payments
The company participates in a group share based payment plan, and recognises and measures its share based payment expense on the basis of a reasonable allocation of the expense recognised for the group. The allocation is based on the number of employees benefiting from the share based payment plan employed by each group entity.
The fair value of the options granted in the year was determined using the Black-Scholes Model. The Black-Scholes Model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the "vesting date").
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions are taken into account by adjusting the number of options expected to vest at each reporting date. Non-market performance conditions are taken into account by adjusting the vesting period the charge is recognised over.
As a qualifying entity, under Section 1.12 of FRS 102, Calm.com (GB) Limited has taken an exemption from disclosing the full details of the share-based payment arrangements. The equivalent disclosures are included in the consolidated financial statements of Calm.com, Inc in which Calm.com (GB) Limited is consolidated.
During the year, the company recognised total share-based payment expenses of £1,576 (2024: £167,384) which related to equity settled share based payment transactions.
8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
9
Restricted Stock Units
During the year the company has issued 13,374 (2024: 19,425) restricted stock units (RSU's) to employees. The vesting of the RSUs is conditioned on satisfaction of two vesting requirements: time and service-based requirement and a liquidity-event requirement. The time and service-based vesting requires the individual to maintain continuous employment through each vesting period. The liquidity event will be satisfied on the earliest to occur of: (i) the effective date of an underwritten initial public offering of the Group's securities or (ii) the date of an acquisition, but only if the acquisition also constitutes a permissible payment event as a change in ownership, effective control, or sale of substantially all of the assets. No vesting event has been satisfied throughout the year ended 31 December 2025. The RSUs have an expiration date of seven years after the date of grant.
As at 31 December 2025, 1,873,604 shares were outstanding (2024:1,867,630) with a weighted average grant date fair value of $7.21 (2024: $7.23). During the year, 7,400 (2024: 607) shares were forfeited.
10
Other reserve
Other reserves are non-distributable and relates to a reserve for share options arising from the issue of share options to employees of the Company. The reserve represents the unexercised options in issue.
Calm.com (GB) Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
8
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Senior Statutory Auditor:
Lorenzo Mosca
Statutory Auditors:
Saffery LLP
Date of audit report:
24 September 2026
12
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2025
2024
£
£
Total commitments
50,700
233,094
13
Related party transactions
During the year, the company made sales to its immediate parent company, Calm.com, Inc, amounting to £3,192,167 (2024: £3,190,933).
As at 31 December 2025 the company was owed £1,486,377 from Calm.com, Inc (2024: £1,426,039). The amount owed is denominated in Sterling, interest-free, unsecured and repayable on demand.
14
Ultimate parent party
The ultimate parent company and controlling party is Calm.com, Inc a company incorporated in the USA. Its registered office is 555 Bryant Street, Suite 262, Palo Alto, California 94301.