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Registered number: 00498573










OCLC (UK) LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

 
OCLC (UK) LIMITED
 
 
COMPANY INFORMATION


Directors
I S Singh 
H L M Van Lubeek 
W J Rozek 




Company secretary
I S Singh



Registered number
00498573



Registered office
Citygate
8 St. Mary's Gate

Sheffield

S1 4LW




Independent auditor
MHA
Statutory Auditor

11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ





 
OCLC (UK) LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditor's Report
 
7 - 10
Statement of Comprehensive Income
 
11
Balance Sheet
 
12 - 13
Statement of Changes in Equity
 
14
Notes to the Financial Statements
 
15 - 31


 
OCLC (UK) LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2026

The Directors present their Strategic Report together with the audited financial statements for the year ended 30 June 2026.

Principal Activities
 
OCLC (UK) Limited is a wholly owned subsidiary of OCLC EMEA BV, which operates out of the Netherlands as the European division of OCLC Inc, based in Dublin, Ohio, USA. OCLC (UK) Limited operates primarily in the UK and Ireland but also has a branch operation in Australia.

The principal activities of the Company revolve around the supply of IT solutions to the library industry, including but not limited to public, academic, national and health related libraries. The customer base serviced from the UK is spread across Europe, Australasia and the United States of America.

Both Product Management and Software development functions continue to be co-ordinated globally but with UK resource heavily engaged in these key activities. More locally focused resource includes Sales, Operations and Support Functions engaged in meeting the requirements of library customers with the regions served. OCLC (UK) Limited continues to deliver to its customers from 2 offices in Sheffield, United Kingdom and Melbourne, Australia. 

Business Model
 
Currently OCLC serves the market with a mix of products and services for the library community. This can range from a locally hosted management system for the library through to the provision of metadata and discovery solutions for the library professional and patron. Increasingly there is a demand for the streamlining of content and service provision and typically that is being delivered via cloud based solutions. This requires OCLC to provide hardware and facilities to deliver such services via its own data centres which are strategically positioned throughout the world. OCLC is rapidly moving emphasis towards this approach as demand increases from libraries. The basis of OCLC's offering is typically on an annual subscriptions basis with professional service offerings packaged around that, as required by the customer depending on individuals requirements.

Business review and results
 
From an investment perspective, the OCLC global enterprise remains committed to future product development with continued heavy investment in developing software for libraries throughout the year. These activities remain fully harmonised with OCLC's global efforts to help libraries in their use of information technology. The UK operations play a key role in this activity with the Sheffield office being a key hub for OCLC globally in its latest software development efforts. The UK based operations are fully supportive of, and actively engaged in, supporting OCLC's global mission to provide libraries worldwide with the tools to meet the requirements of the end users. OCLC (UK) Limited supports the wider OCLC enterprise with more than 30 software developers and product managers engaged in the continued development of OCLC's suite of offerings for the library community. The latest software products are being successfully delivered into the UK and European market with a strong pipeline to build revenue growth in the coming year. 

Page 1

 
OCLC (UK) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026

Financial and operational review
 
The Statement of Comprehensive Income shows a stability of revenues at £6.8m (2025 - £6.8m). A strategic decision was made to terminate older products to enable OCLC to focus on development and market growth of priority products leading to a migration of revenue within the business.

The overall healthy position of the business cash wise has been increased with the year end cash balance of £2.6m compared to £2.5m in the prior year. Cash generation is of course heavily dependent on the timing of subscription and annual support renewals. The Balance Sheet of the business shows net assets of £1.3m (2025 - net assets of £1.7m).

The underlying operating profitability of the business, as set out in the Key Performance Indicators section, has been impacted in recent years by the product mix shifting in favour of global platform services which attract inter-company royalties. In the past few years the business has been striving towards revenue growth and appropriate cost management, noting that the sales of OCLC's global platform attract a transfer fee payable to the ultimate parent company. The underlying revenue mix has shifted towards solutions delivery in lieu of traditional product sales and the business has a clearly defined strategy moving forward to successfully target suitable libraries for OCLC's range of library solutions. The Company is aligned with OCLC's global vision of assisting libraries to manage their organisation effectively and reduce their unit costs. In line with this there continues to be significant expenditure in the UK (which is recharged to the ultimate parent company) on supporting OCLC's global activities in the areas of product management and software development, although this investment in reducing as the latest generation product approaches a stable market position. 

Key performance indicators
 
The Directors are of the opinion that the following factors allow for the performance, position and development of the business to be measured effectively:


2026
2025
Revenue (£’000)
6,813
6,790
Operating margin (%)
3.7
3.4
Cash (£’000)
2,577
2,491
Order take (£’000)
610
346

It can be seen that revenue is stable compared to the position at the year ended 2025, reflecting the continued strong performance of CloudLibrary supporting the reduction in revenue by legacy products. Operating margin has slightly increased as a result of this and due to sensible cost management. The revenues generated in the UK through sales of parent company products attract a significant transfer fee to OCLC Inc. and as such the operating margin remains heavily influenced by this. The level of expenditure incurred on OCLC global strategic investments remains significant and consistent.


Principal risks and uncertainties

As reported in previous years, the software requirements in the library and information industry continue to shift towards hosted services rather than locally installed systems, as well as using the web to enable libraries to manage their information effectively. OCLC (UK) Limited, as an integral component in the OCLC global strategy, has positioned itself well to respond to this change in market dynamics. The demand for host services continues to shift revenue streams from one off license to recurrent and there continues to be some challenges around the funding model for public libraries in the UK although OCLC (UK) Limited has customers across the different market segments including academic, special and corporate libraries.

The Company carries no commercial or third party debt and hence has no interest rate exposure.

Page 2

 
OCLC (UK) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026

Future developments

There is an expectation that libraries of all types will continue to move towards more efficient workflows and practices in their use of software and that cloud based solutions will become more popular, not least because of the shared metadata and discoverability enhancement that this approach can bring. OCLC continues to be a valued partner for libraries worldwide in their mission to enhance access to the world's information in the most seamless and efficient fashion. This remains the core of OCLC's mission and purpose and close collaboration and support of the library community remains the guiding principle of the global co-operative. The UK operation remains a key focus for OCLC and growth potential exists with the markets currently served. 

In August 2025, as part of a global strategic restructure, OCLC (UK) Ltd reduced headcount across it’s operation by 8 employees. This was to prepare for a low to medium risk to several major contracts across OCLC’s global business.


This report was approved by the board and signed on its behalf.



................................................
I S Singh
Director

Date: 18 September 2026

Page 3

 
OCLC (UK) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2026

The Directors present their report and the financial statements for the year ended 30 June 2026.

Results and dividends

The profit for the year, after taxation, amounted to £253,436 (2025 - £337,052).

During the year the Company paid dividends totalling £595,600 (2025 - £Nil).

Directors

The Directors who served during the year were:

I S Singh 
H L M Van Lubeek 
W J Rozek 

Existence of branches of the company outside of the United Kingdom

The Company has a branch office located in Australia.

Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report.

The Company is operationally interdependent with sister companies within the wider OCLC Group and has access to financial support from the ultimate parent. The Group has considerable financial resources, including a significant investment portfolio that serves as an endowment and which provides funding annually to support group operations and strategic initiatives. The returns obtained from this are as a matter of course subject to changes in the economic environment. The Directors have received written confirmation from the Company’s ultimate parent company that the ultimate parent will provide the operational support required to enable the Company to continue to trade as a going concern for a period of at least 12 months from the date of approval of the financial statements.

Plans for financial year 2027 include continued support of OCLC's global initiatives. The 2027 planning process has factored in the challenges faced in the market due to current economic and inflationary pressures, and as such the control of expenses in line with the expected revenue levels has been a key consideration. The business continues to execute a focused country plan for the UK and Ireland region which provides a strategic and operational direction for growth of business in these regions. This is notably geared towards growth in the UK academic market to complement existing strengths in the UK region. 

After making enquiries, the Directors have reviewed the financial position of the Company, including consideration of the strength of the wider group of companies in differing economic environments and the consequential impact of this upon trading and financing. Following their review, the Directors have a reasonable expectation that the Company has the required resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Environmental matters

OCLC (UK) Limited recognises the importance of its environmental responsibilities and considers its impact on the environment, although this is relatively limited due to the nature of its operations. However, the Company has an environmental policy which is designed to minimise the Company's impact on the environment, including appropriate disposal of office waste, recycling and energy consumption.

Page 4

 
OCLC (UK) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026

Research and development activities

The board remains committed to the Group's ongoing programme of software development to maintain current product leadership positions and meet the requirements of the expanding market at home and overseas.

Employees

Details of the numbers of employees and related costs can be found in note 7 to the financial statements.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Auditor

The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. 

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;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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.

Page 5

 
OCLC (UK) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026

This report was approved by the board and signed on its behalf.
 





................................................
I S Singh
Director

Date: 18 September 2026

Citygate
8 St. Mary's Gate
Sheffield
S1 4LW

Page 6

 
OCLC (UK) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OCLC (UK) LIMITED
 

Opinion


We have audited the financial statements of OCLC (UK) Limited (the 'Company') for the year ended 30 June 2026, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 30 June 2026 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.


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 Auditor's 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 7

 
OCLC (UK) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OCLC (UK) LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's 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 5, 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 8

 
OCLC (UK) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OCLC (UK) LIMITED (CONTINUED)


Auditor's 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 Auditor's 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:

∙Enquiry of management and those charged with governance around actual, potential or suspected               litigation and claims, non-compliance with applicable laws and regulations and fraud;
∙Enquiry of entity staff in tax and compliance functions and internal advisors to identify any instances of                      non-compliance with laws and regulations;
∙Performing audit work over the risk of management override of controls, including testing of journal            entries and other adjustments for appropriateness, evaluating the business rationale of significant               transactions outside the normal course of business and reviewing accounting estimates for bias;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance  with applicable laws and regulations; and
∙Discussions amongst engagement team in relation to how and where fraud might occur in the financial              statements and any potential indicators of fraud.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditor's 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 Auditor's 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.


Page 9

 
OCLC (UK) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OCLC (UK) LIMITED (CONTINUED)





Shelley Harvey FCCA (Senior Statutory Auditor)
  
for and on behalf of MHA, Statutory Auditors
 
Leicester, United Kingdom
  

18 September 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
Page 10

 
OCLC (UK) LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2026

2026
2025
Note
£
£

Turnover
 4 
6,813,159
6,790,267

Cost of sales
  
(4,366,767)
(4,377,790)

Gross profit
  
2,446,392
2,412,477

Administrative expenses
  
(1,938,755)
(2,176,554)

Exceptional administrative expenses
 12 
(255,227)
-

Operating profit
 5 
252,410
235,923

Interest receivable and similar income
 9 
1,026
1,129

Profit before tax
  
253,436
237,052

Tax on profit
 10 
-
100,000

Profit for the financial year
  
253,436
337,052

Other comprehensive income
  

Exchange translation differences on inclusion of overseas branch
  
1,482
7,414

Other comprehensive income for the year
  
1,482
7,414

Total comprehensive income for the year
  
254,918
344,466

The notes on pages 15 to 31 form part of these financial statements.

Page 11

 
OCLC (UK) LIMITED
REGISTERED NUMBER: 00498573

BALANCE SHEET
AS AT 30 JUNE 2026

2026
2025
Note
£
£

Fixed assets
  

Intangible assets
 13 
-
-

Tangible assets
 14 
291,304
397,840

  
291,304
397,840

Current assets
  

Debtors: amounts falling due within one year
 15 
1,527,676
1,444,761

Cash at bank and in hand
  
2,577,557
2,490,515

  
4,105,233
3,935,276

Current liabilities
  

Creditors: amounts falling due within one year
 16 
(3,082,172)
(2,678,069)

Net current assets
  
 
 
1,023,061
 
 
1,257,207

Net assets
  
1,314,365
1,655,047


Capital and reserves
  

Called up share capital 
 18 
50,000
50,000

Profit and loss account
 19 
1,264,365
1,605,047

  
1,314,365
1,655,047


Page 12

 
OCLC (UK) LIMITED
REGISTERED NUMBER: 00498573
    
BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2026

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
I S Singh
Director

Date: 18 September 2026

The notes on pages 15 to 31 form part of these financial statements.

Page 13

 
OCLC (UK) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2026


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2024
50,000
1,260,581
1,310,581


Comprehensive income for the year

Profit for the year
-
337,052
337,052

Other comprehensive income: exchange translation differences on inclusion of overseas branch
-
7,414
7,414
Total comprehensive income for the year
-
344,466
344,466



At 1 July 2025
50,000
1,605,047
1,655,047


Comprehensive income for the year

Profit for the year
-
253,436
253,436

Other comprehensive income: exchange translation differences on inclusion of overseas branch
-
1,482
1,482
Total comprehensive income for the year
-
254,918
254,918


Contributions by and distributions to owners

Dividends: Equity capital
-
(595,600)
(595,600)


At 30 June 2026
50,000
1,264,365
1,314,365


The notes on pages 15 to 31 form part of these financial statements.

Page 14

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

1.


General information

OCLC (UK) Limited (the "Company") is a private company limited by shares and is incorporated and domiciled in England and Wales under the Companies Act 2006. The principal activity of the Company is disclosed in the Strategic Report. The registered office of the Company is Citygate, 8 St. Mary's Gate, Sheffield, S1 4LW.

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of OCLC Inc as at 30 June 2026 and these financial statements may be obtained from Kilgour PI, Dublin, Ohio 43017-3395.

Page 15

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

 
2.3

Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report.

The Company is operationally interdependent with sister companies within the wider OCLC Group and has access to financial support from the ultimate parent. The Group has considerable financial resources, including a significant investment portfolio that serves as an endowment and which provides funding annually to support group operations and strategic initiatives. The returns obtained from this are as a matter of course subject to changes in the economic environment. The Directors have received written confirmation from the Company’s ultimate parent company that the ultimate parent will provide the operational support required to enable the Company to continue to trade as a going concern for a period of at least 12 months from the date of approval of the financial statements.

Plans for financial year 2027 include continued support of OCLC's global initiatives. The 2027 planning process has factored in the challenges faced in the market due to current economic and inflationary pressures, and as such the control of expenses in line with the expected revenue levels has been a key consideration. The business continues to execute a focused country plan for the UK and Ireland region which provides a strategic and operational direction for growth of business in these regions. This is notably geared towards growth in the UK academic market to complement existing strengths in the UK region. 

After making enquiries, the Directors have reviewed the financial position of the Company, including consideration of the strength of the wider group of companies in differing economic environments and the consequential impact of this upon trading and financing. Following their review, the Directors have a reasonable expectation that the Company has the required resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. 

Page 16

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is British Pound Sterling (£).

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 the Statement of Comprehensive Income 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 Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.

The results of overseas branches are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. 

Page 17

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Income from maintenance and subscription contracts, the terms of which are such that the contract activity falls into different accounting periods, is included in the Balance Sheet as deferred income and credited to the Statement of Comprehensive Income over the life of the contracts. 

Turnover from software support arrangements is recognised over the relevant period on a straight-line basis. Revenue from services arrangements is recognised as services are delivered. 

Turnover from licence revenue and commissions revenue is recognised once the product has been delivered and all significant obligations in relation to the sales have been fulfilled. 

Revenue from fees associated with the facilitation of intra-library lending is recognised net of associated costs. 

All turnover is stated net of VAT and trade discounts.

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

Expenditure on research activities is recognised in the Statement of Comprehensive Income as an expense as incurred. 

 
2.8

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Page 18

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

 
2.9

Pensions

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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.


 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income 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.


 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 19

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill is carried at cost less accumulated amortisation and accumulated impairment losses. Goodwill amortisation is calculated by applying the straight-line method to its estimated useful life. Goodwill recognised at the date of transition to FRS 102 was being amortised over a 2 year period, being its remaining useful economic life. 

Estimates of useful economic life are based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses. 

IP, concessions, patents, licenses and trademarks are included at cost and amortised in equal annual installments over a period of 7 years, which is their estimated useful economic life. Software is being amortised over a period of 2.5 years. Provision is made for any impairment. Amortisation is charged to administrative expenses. 

 
2.13

Tangible fixed assets

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:

Fixtures and fittings
-
between 25% and 33.33% straight line
Computer equipment
-
between 25% and 33.33% straight line

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 the Statement of Comprehensive Income.

 
2.14

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 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

Page 20

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)


2.14
Financial instruments (continued)

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.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.

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.

Page 21

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

2.Accounting policies (continued)


2.14
Financial instruments (continued)

Derecognition of financial instruments

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.

 
2.15

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 22

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(i) Impairment of tangible fixed assets

Assets that are subject to depreciation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount, being the higher of fair value less costs to sell or value in use. 

(ii) Recoverability of trade debtors

At each reporting date, trade debtors are assessed for recoverability. If there is any evidence of impairment, the carrying amount of the receivable is reduced to its recoverable amount. The impairment loss is recognised immediately in the Statement of Comprehensive Income. 

(iii) Recognition of deferred tax assets

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. This relies on estimated future taxable profits for the Company.


4.


Turnover

Analysis of turnover by country of destination:

2026
2025
£
£

United Kingdom
3,543,188
3,309,688

Rest of the world
3,269,971
3,480,579

6,813,159
6,790,267


Turnover is derived from a single class of business. 

Page 23

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

5.


Operating profit

The operating profit is stated after charging:

2026
2025
£
£

Depreciation of tangible assets
161,938
196,251

Operating lease rentals
293,183
351,544

Loss on foreign exchange
67,752
130,502

Defined contribution pension cost
309,835
311,511

Research and development - current period expenditure
2,520,088
2,615,466


6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates:


2026
2025
£
£

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
31,000
30,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 24

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

7.


Employees

Staff costs, including Directors' remuneration, were as follows:


2026
2025
£
£

Wages and salaries
4,928,706
4,935,196

Social security costs
508,651
467,913

Pension costs
309,835
311,511

Severance payments
255,227
-

6,002,419
5,714,620


The average monthly number of employees, including the Directors, during the year was as follows:


        2026
        2025
            No.
            No.







Production
62
68



Administration
24
23

86
91


8.


Directors' remuneration

2026
2025
£
£

Salaries and benefits
159,791
149,973

Pension contributions
58,068
54,255

217,859
204,228


During the year retirement benefits were accruing to 1 Director (2025 - 1) in respect of defined contribution pension schemes.


9.


Interest receivable

2026
2025
£
£


Other interest receivable
1,026
1,129

1,026
1,129

Page 25

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

10.


Taxation


2026
2025
£
£

Deferred tax


Recognition of previously unrecognised tax losses
-
(100,000)

Total deferred tax
-
(100,000)

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2025 - lower than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:

2026
2025
£
£


Profit on ordinary activities before tax
253,436
237,052


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
63,359
59,263

Effects of:


Utilisation of tax losses carried forward and other deductions arising in the period
(63,359)
(59,263)

Recognition of previously unrecognised tax losses
-
(100,000)

Total tax charge for the year
-
(100,000)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


11.


Dividends

2026
2025
£
£


Dividends paid
595,600
-

595,600
-

Page 26

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

12.


Exceptional items

2026
2025
£
£


Severance payments
255,227
-

255,227
-


13.


Intangible assets




IP rights, Software
Purchased software
Goodwill
Total

£
£
£
£



Cost


At 1 July 2025
1,031,922
70,119
75,965
1,178,006


Foreign exchange movement
-
6,418
-
6,418



At 30 June 2026

1,031,922
76,537
75,965
1,184,424



Amortisation


At 1 July 2025
1,031,922
70,119
75,965
1,178,006


Foreign exchange movement
-
6,418
-
6,418



At 30 June 2026

1,031,922
76,537
75,965
1,184,424



Net book value



At 30 June 2026
-
-
-
-



At 30 June 2025
-
-
-
-



Page 27

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

14.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 July 2025
603,846
1,098,677
1,702,523


Additions
342
34,312
34,654


Disposals
-
(107,736)
(107,736)


Foreign exchange movement
9,778
68,537
78,315



At 30 June 2026

613,966
1,093,790
1,707,756



Depreciation


At 1 July 2025
593,167
711,516
1,304,683


Charge for the year
6,228
155,710
161,938


Disposals
-
(104,207)
(104,207)


Foreign exchange movement
9,372
44,666
54,038



At 30 June 2026

608,767
807,685
1,416,452



Net book value



At 30 June 2026
5,199
286,105
291,304



At 30 June 2025
10,679
387,161
397,840


15.


Debtors

2026
2025
£
£


Trade debtors
460,106
433,392

Amounts owed by group undertakings
322,277
295,217

Other debtors
96,536
81,050

Prepayments and accrued income
348,757
335,102

Deferred taxation
300,000
300,000

1,527,676
1,444,761


Page 28

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

15.Debtors (continued)

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Included within debtors due within one year is a deferred taxation asset of £300,000. Although classified as due within one year, the recovery of this asset is expected to occur over a number of years. Accordingly, a portion of the deferred taxation asset is not anticipated to be realised within twelve months of the reporting date.


16.


Creditors: Amounts falling due within one year

2026
2025
£
£

Trade creditors
144,971
91,247

Amounts owed to group undertakings
197,445
113,007

Other taxation and social security
182,361
105,104

Other creditors
20,244
16,097

Accruals and deferred income
2,537,151
2,352,614

3,082,172
2,678,069


Amounts owed to group undertakings are unsecured, interest free and repayable on demand. 


17.


Deferred taxation




2026


£






At beginning of year
300,000



At end of year
300,000

The deferred tax asset is made up as follows:

2026
2025
£
£


Tax losses carried forward
300,000
300,000

300,000
300,000

The Directors have considered the utilisation of tax losses carried forward and consider it appropriate to recognise the deferred tax asset based on their assessment of future profit for which there is reasonable certainty.

Page 29

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

18.


Share capital

2026
2025
£
£
Allotted, called up and fully paid



50,000 (2025 - 50,000) Ordinary shares of £1.00 each
50,000
50,000



19.


Reserves

Profit and loss account

Includes all current and prior year retained profits and losses. 


20.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company to the fund and amounted to £309,835 (2025 - £311,511). Contributions totalling £60,834  (2025  - £54,674) were payable to the fund at the balance sheet date and are included in other creditors.


21.


Commitments under operating leases

At 30 June 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2026
2025
£
£


Not later than 1 year
285,620
356,456

Later than 1 year and not later than 5 years
849,794
1,133,040

Later than 5 years
30,915
220,575

1,166,329
1,710,071


22.


Related party transactions

The Company has taken advantage of the exemption within FRS 102.33 'Related Party Transactions' from disclosing transactions between itself and other wholly owned group companies. There were no other related party transactions in the year. 

Page 30

 
OCLC (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026

23.


Controlling party

As at 30 June 2026, the immediate parent company was OCLC EMEA BV, a company registered in the Netherlands. This is the parent undertaking for the smallest group, which includes the Company, for which consolidated financial statements are prepared. 

The ultimate parent company and controlling party is OCLC Inc., a company incorporated in the United States of America. The parent undertaking of the largest group, which includes the Company and for which consolidated financial statements are prepared is OCLC Inc.

Copies of their consolidated financial statements can be obtained from the ultimate parent company's registered office, 6565 Kilgour PL, Dublin, Ohio 43017-3395.

 
Page 31