REGISTERED NUMBER: 13190873 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

FOR

WEKAIO UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

L Zvibel

SECRETARY:

Interim Assistance Limited

REGISTERED OFFICE:

Unit 2 Minton Place

Victoria Road

Bicester

OX26 6QB

REGISTERED NUMBER:

13190873 (England and Wales)

AUDITORS:

Band Audit Ltd

111 Charterhouse Street

London

EC1M 6AW

FIXED ASSETS

Tangible assets

4

160,108

251,874

CURRENT ASSETS

Debtors

5

7,135,098

809,072

Cash at bank

505,987

2,379,645

7,641,085

3,188,717

CREDITORS

Amounts falling due within one year

6

8,857,226

3,297,431

NET CURRENT LIABILITIES

(1,216,141

)

(108,714

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,056,033

)

143,160

PROVISIONS FOR LIABILITIES

7

60,000

60,000

NET (LIABILITIES)/ASSETS

(1,116,033

)

83,160

CAPITAL AND RESERVES

Called up share capital

8

1

1

Retained earnings

(1,116,034

)

83,159

SHAREHOLDERS' FUNDS

(1,116,033

)

83,160

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the director and authorised for issue on 4 November 2026 and were signed by:

L Zvibel - Director

1.	STATUTORY INFORMATION

Wekaio UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the US Dollar ($).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

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 WekalO Ltd as at 31 January 2026 and these financial statements may be obtained from its registered office.

Going concern

The company has net current liabilities of $1,216,141 and net liabilities of $1,116,033 as at 31 January 2026. The company has received assurances from its parent company, WekalO Limited, that they will continue to support the company for a period of at least twelve months after the date of signing of the financial statements. For this reason, the director considers it appropriate for the financial statements to be prepared on a going concern basis. The Company has a cost plus service agreement with the parent Company, and it has been confirmed that the agreement will not be terminated in the 12 months from signature of these financial statements. The parent company have also confirmed that they are willing to provide ongoing support to the Company in order to meet its financial obligations as they fall due.

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 Company operates under a service agreement with its parent company. Under the agreement service fees are earned based on an administrative expense plus margin basis. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue 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 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.

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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Computer equipment - 33% Straight line

Lab equipment - 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 profit or loss.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Financial instruments

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 receivables due with the operating cycle fall into this category of financial instruments.

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 payables, bank loans and other loans are initially measured at their transaction price after transaction costs. 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 payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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.

Foreign currencies

Functional and presentation currency

The presentation currency of the financial statements is the US Dollar ($).

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.

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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value

Going Concern

The Company reports a loss of $1,199,193 (2025: profit $52,388) and has net liabilities of $1,116,033 (2025: net assets of $83,160).

The Company has a cost plus service agreement with the parent Company and it has been confirmed that the agreement will not be terminated in the 12 months from signature of these financial statements. The parent company have also confirmed that they are willing to provide ongoing support to the Company in order to meet its financial obligations as they fall due.

The Directors, having made appropriate enquiries, have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date of this report. For this reason they continue to adopt the going concern basis in preparing the Company's accounts.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2025 - 19 ) .

4.	TANGIBLE FIXED ASSETS

Lab

Computer

equipment

equipment

Totals

$

$

$

COST

At 1 February 2025

275,618

47,529

323,147

Additions

-

14,354

14,354

At 31 January 2026

275,618

61,883

337,501

DEPRECIATION

At 1 February 2025

48,375

22,898

71,273

Charge for year

91,873

14,247

106,120

At 31 January 2026

140,248

37,145

177,393

NET BOOK VALUE

At 31 January 2026

135,370

24,738

160,108

At 31 January 2025

227,243

24,631

251,874

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

$

$

Trade debtors

3,243,922

30,056

Amounts owed by group undertakings

3,651,222

421,326

Other debtors

5,386

44,869

VAT

-

124,678

Prepayments and accrued income

234,568

188,143

7,135,098

809,072

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

$

$

Trade creditors

14,908

24,343

Amounts owed to group undertakings

1,213,277

31,413

Social security and other taxes

367,732

213,339

VAT

269,196

-

Other creditors

52,525

-

Accruals and deferred income

6,939,588

3,028,336

8,857,226

3,297,431

7.	PROVISIONS FOR LIABILITIES

2026

2025

$

$

Deferred tax

60,000

60,000

Deferred

tax

$

Balance at 1 February 2025

60,000

Balance at 31 January 2026

60,000

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

$

$

1

Ordinary

$1

1

1

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Gary Woodhall ACA (Senior Statutory Auditor)

for and on behalf of Band Audit Ltd

10.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned group members.

11.	ULTIMATE CONTROLLING PARTY

At 31 January 2026, the ultimate parent undertaking and the parent undertaking of the smallest and largest group to consolidate their financial statements is WekalO Ltd, a company incorporated and registered in Israel.

Copies of the financial statements for WekalO Ltd. can be obtained from its registered office, Ha'arbaa Tower, Northern Tower, Ha'arbaa ST 28, Tel Aviv Yafo, Israel, 6473925.

12.	SHARE-BASED PAYMENT TRANSACTIONS

The WekalO Limited Share Option Plan provides additional remuneration to employees.

During the period, 8 (period ended 31 January 2025: 15) employees were granted 52,800 (period ended 31 January 2025: 59,100) share options.

As at 31 January 2026, there are 19 (31 January 2025: 23) employees who have been granted 143,438 (31 January 2025: 157,850) share options.

All the above options were granted with an exercise price between $5.64 and $13.93, and are exercisable if any of the agreed conditions are met. Employees and advisors are not entitled to dividends until the shares are exercised. Vesting of the options is subject to continued involvement within the company.

The company recognised total expense of $196,602 (period ended 31 January 2025: $318,503), related to

equity-settled share-based payment transactions during the year.