ACCOUNTS - Final Accounts preparation

Commitments under operating leases

At 31 January 2026 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:



	OverseeAI, UK Limited












	Unaudited
	Financial statements

	For the year ended 31 January 2026

	Registered number: 15806894


OverseeAI, UK Limited - Registered number:15806894

Statement of financial position

As at 31 January 2026

	2026	2026	2025	2025
Note	£	£	£	£


Current assets
Cash at bank and in hand		1,835		1,835
		1,835		1,835
Creditors: amounts falling due within one year	4	(126,435)		(140,388)
Net current liabilities			(124,600)		(138,553)
Total assets less current liabilities			(124,600)		(138,553)

Net liabilities			(124,600)		(138,553)

Capital and reserves
Share capital	1	1
Profit and loss account	(124,601)	(138,554)
	(124,600)	(138,553)

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 income and retained earnings 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:

E C Van Biert Jr

Director

Date: 30 October 2026

The notes on pages 2 to 4 form part of these financial statements.

Page 1


OverseeAI, UK Limited

Notes to the financial statements

For the year ended 31 January 2026

1.	General information

OverseeAI, UK Limited is a private company limited by shares and incorporated in England and Wales. The registered office and principal place of business is 77 Coleman St, London, EC2R 5BJ. Its registered number is 15806894.

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 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 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:

2.2

Going concern

At the balance sheet date, the company's liabilities exceeded its assets. The company has received
assurance from the parent company that they will continue to give financial support to the company for a period of at least twelve months from the date of signing of these financial statements.

On this basis, the directors consider it appropriate to prepare the financial statements on a going
concern basis. However, should the financial support mentioned above not be forthcoming, the going
concern basis used in preparing the company's financial statements may be invalid and adjustments
would have to be made to reduce the value of assets to their realisable amounts and to provide for
any further liabilities which might be necessary should this basis not continue to be appropriate.

2.3

Foreign currency translation

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.

Page 2


OverseeAI, UK Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.4

Turnover

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.

2.5

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss 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.

2.6

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 3


OverseeAI, UK Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.9

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans from related and other third parties.

Employees

The average monthly number of employees, including the directors, during the year was 3 (2025 -3).

4.	Creditors: Amounts falling due within one year
		2026	2025
		£	£

Amounts owed to group undertakings	121,117	135,588
Accruals	5,318	4,800
	126,435	140,388

5.	Pension commitments

The company operates a defined contributions pension scheme. The pension cost charge represents contributions payable by the company to the fund and amounted to £5,084 (2025 - £nill). Contributions totaling £nil (2025 - £nil) were payable to the fund at the balance sheet date and are included in other creditors.

	Not later than 1 year	7,200	-
		7,200	-

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