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Registered number: 13451598 (England and Wales)
OCIENT UK LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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COMPANY INFORMATION
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ZEDRA Audit & Assurance (UK) Limited
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CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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OCIENT UK LIMITED
REGISTERED NUMBER:13451598
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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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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
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 7 form part of these financial statements.
Page 1
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
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Capital contribution reserve
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At 1 February 2024 (as previously stated)
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At 1 February 2024 (as restated)
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Comprehensive income for the year
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Comprehensive income for the year
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In the prior year, management identified an error in the calculation of the other reserves for the year ended 31 January 2023 and 2024 which resulted in other reserves being understated. An adjustment was made for the prior years to correct the other reserves opening and closing balance positions.
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Page 2
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
1.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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The Company is in a net asset position, primarily as a result of the intercompany loan balance due from Ocient Inc., the parent company. Given the Company's business model being solely a transfer pricing arrangement with the parent company, it is reliant upon the continued support of the group in order to remain a going concern.
The parent company will require additional funding to continue operations through the next twelve months from the financial statement approval date. Management plan to raise additional funding, which they are confident in securing. Therefore, it has been deemed appropriate to prepare the financial statements on a going concern basis, however, there can be no assurances that additional funding will be available. Such plans are not in the parent company's control and cannot be considered to be probable of being achieved. This condition raises substantial doubt about the parent company's ability to continue supporting the Company for the foreseeable future and as such, a material uncertainty exists. Despite this, the directors have continued to prepare the financial statements on the going concern basis.
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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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Page 3
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
1.Accounting policies (continued)
Revenue is measure as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales tax.
Rendering of services
Revenue is recognised on a cost plus 7.5% basis, in line with the intercompany service agreement with the parent company. Intercompany revenue is recognised when all of the following conditions are satisfied:
∙the amount of revenue 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.
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 accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Page 4
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
1.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.
Short-term debtors are measured at transactions price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash held on deposit by service providers is included within bank and cash balances, as these amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price.
The average monthly number of employees during the year was 6 (2025 - 5).
The auditors' report on the financial statements for the year ended 31 January 2026 was unqualified, though the auditor drew attention to note 1.2 to these accounts which indicates the existence of material uncertainty which may cause significant doubt about the Company's ability to continue as a going concern.
The audit report was signed on 26 October 2026 by Louise Morriss BFP FCA FCCA (Senior Statutory Auditor) on behalf of ZEDRA Audit & Assurance (UK) Limited.
Page 5
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Amounts owed by group undertakings
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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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Allotted, called up and fully paid
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1 (2025 - 1) Ordinary share of £1.00
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Capital contribution reserve
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In 2022, a capital contribution of £4,999 was made to the Company by its parent. The Company has received written confirmation that this amount is not repayable.
Other reserves
Certain employees of the Company along with other group employees have been granted options over the shares in the parent company. The options are granted at an independently determined fair value and
25% of the options are exercisable one year after the date of grant and then 1/16th quarterly for each of
the three years thereafter.
An expense equivalent to the fair value of the share options granted is recognised on a straight line basis
over the vesting period with a corresponding amount being recognised in other reserves.
Page 6
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Ocient Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 20 N Wacker Drive, Suite 1200, Chicago, IL 60606, USA.
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Post balance sheet events
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There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.
Page 7
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