Company Registration No. 13888655 (England and Wales)
OpenDialog AI Limited
Unaudited accounts
for the year ended 30 April 2024
OpenDialog AI Limited
Unaudited accounts
Contents
OpenDialog AI Limited
Company Information
for the year ended 30 April 2024
Directors
Ronald Ashri
Michael Bobroff
Dean Chapman
Terence Alexander Walby
Edward William Anthony Lascelles
Company Number
13888655 (England and Wales)
Registered Office
7 Savoy Court
London
WC2R 0EX
Accountants
Barnes & Scott
86-90 Paul Street
Shoreditch
London
EC2A 4NE
Chartered Accountants' report to the board of directors on the preparation of the unaudited statutory accounts of OpenDialog AI Limited for the year ended 30 April 2024
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of
OpenDialog AI Limited for the year ended
30 April 2024 as set out on pages
5 -
8 from the company's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at icaew.com/membershandbook.
This report is made solely to the Board of Directors of OpenDialog AI Limited, as a body, in accordance with the terms of our engagement letter dated 24 May 2022. Our work has been undertaken solely to prepare for your approval the accounts of OpenDialog AI Limited and state those matters that we have agreed to state to the Board of Directors of OpenDialog AI Limited, as a body, in this report in accordance with AAF 07/16 as detailed at icaew.com/compilation. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than OpenDialog AI Limited and its Board of Directors as a body for our work or for this report.
It is your duty to ensure that OpenDialog AI Limited has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and loss of OpenDialog AI Limited. You consider that OpenDialog AI Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the accounts of OpenDialog AI Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.
Barnes & Scott
Chartered Accountants
86-90 Paul Street
Shoreditch
London
EC2A 4NE
6 August 2024
OpenDialog AI Limited
Statement of financial position
as at 30 April 2024
Tangible assets
28,746
10,220
Cash at bank and in hand
3,749,526
1,798,577
Creditors: amounts falling due within one year
(451,832)
(514,152)
Net current assets
3,616,501
1,576,343
Net assets
3,645,263
1,586,571
Called up share capital
60
47
Share premium
9,407,576
4,016,279
Capital contribution reserve
107,830
-
Profit and loss account
(5,870,203)
(2,429,755)
Shareholders' funds
3,645,263
1,586,571
For the year ending 30 April 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered 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 profit and loss account has not been delivered to the Registrar of Companies.
The financial statements were approved by the Board of Directors and authorised for issue on 6 August 2024 and were signed on its behalf by
Terence Alexander Walby
Director
Company Registration No. 13888655
OpenDialog AI Limited
Notes to the Accounts
for the year ended 30 April 2024
OpenDialog AI Limited is a private company, limited by shares, registered in England and Wales, registration number 13888655. The registered office is 7 Savoy Court, London, WC2R 0EX.
2
Compliance with accounting standards
The accounts have been prepared in accordance with the provisions of FRS 102 Section 1A Small Entities. There were no material departures from that standard.
The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.
The accounts have been prepared under the historical cost convention as modified by the revaluation of certain fixed assets.
The accounts are presented in £ sterling.
Tangible fixed assets and depreciation
Tangible assets are included at cost less depreciation and impairment. Depreciation has been provided at the following rates in order to write off the assets over their estimated useful lives:
Fixtures & fittings
25% Straight Line
Computer equipment
25% Straight Line
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rates of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
The director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis In preparing the financial statements.
Investments in subsidiary are included at cost.
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are recognised in the profit and loss account when due.
OpenDialog AI Limited
Notes to the Accounts
for the year ended 30 April 2024
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.
The company has an employee share option scheme in place. The scheme consists of an EMI approved option scheme for those who are eligible, and an 'unapproved' scheme for others. The options vest evenly over a maximum of four years and are settled by equity upon exercise.
At the period end there were 510,004 options in issue, with 3,780 having vested. The company has entered a debit of £107,830 through the profit and loss account, being the estimated fair value of the net movement in share options this year (£99,609) plus the estimated fair value of the net movement in share options in the previous year (£8,221).
The number and weighted average exercise prices of the share options are as follows:
(i) outstanding at the beginning of the period: 218,282 options at a weighted average exercise price of £0.74;
(ii) granted during the period: 311,142 options at a weighted average exercise price of £0.71;
(iii) forfeited during the period: 19,420 options at a weighted average exercise price of £0.73;
(iv) exercised during the period: Nil;
(v) expired during the period: Nil;
(vi) outstanding at the end of the period: 510,004 options at a weighted average exercise price of £0.72; and
(vii) exercisable at the end of the period: 3,780 options at a weighted average exercise price of £0.71.
Expenditure on research and development is written off in the year in which it is incurred.
4
Tangible fixed assets
Fixtures & fittings
Computer equipment
Total
Cost or valuation
At cost
At cost
At 1 May 2023
590
12,026
12,616
At 30 April 2024
590
36,903
37,493
At 1 May 2023
37
2,359
2,396
Charge for the year
148
6,260
6,408
At 30 April 2024
185
8,562
8,747
At 30 April 2024
405
28,341
28,746
At 30 April 2023
553
9,667
10,220
OpenDialog AI Limited
Notes to the Accounts
for the year ended 30 April 2024
5
Investments
Subsidiary undertakings
Valuation at 30 April 2024
16
Amounts falling due within one year
Trade debtors
257,180
263,513
Amounts due from group undertakings etc.
6,299
-
Accrued income and prepayments
40,328
19,045
Other debtors
15,000
9,360
7
Creditors: amounts falling due within one year
2024
2023
Trade creditors
86,628
104,441
Taxes and social security
69,583
40,572
Other creditors
6,345
5,891
Loans from directors
3,553
2,412
Deferred income
204,692
220,704
8
Operating lease commitments
2024
2023
At 30 April 2024 the company had the following future minimum lease payments under non-cancellable operating leases for each of the following periods:
Not later than one year
51,480
-
9
Average number of employees
During the year the average number of employees was 21 (2023: 13).