Acorah Software Products - Accounts Production 15.0.600 false true true 31 December 2022 1 January 2022 false 1 January 2023 31 December 2023 31 December 2023 09516905 Brian Pallas Mr Lionel Are Mr Marco Cartolari Jason Eckenroth Mr Paolo Rohr Robert Sherman Matteo Stefanel Mr Kevin Steinberg Tony Nimeh iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 09516905 2022-12-31 09516905 2023-12-31 09516905 2023-01-01 2023-12-31 09516905 frs-core:CurrentFinancialInstruments 2023-12-31 09516905 frs-core:CapitalRedemptionReserve 2023-12-31 09516905 frs-core:OtherReservesSubtotal 2023-12-31 09516905 frs-core:RevaluationReserve 2022-12-31 09516905 frs-core:RevaluationReserve 2023-12-31 09516905 frs-core:SharePremium 2023-12-31 09516905 frs-core:ShareCapital 2023-12-31 09516905 frs-core:RetainedEarningsAccumulatedLosses 2023-12-31 09516905 frs-bus:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 09516905 frs-bus:FilletedAccounts 2023-01-01 2023-12-31 09516905 frs-bus:SmallEntities 2023-01-01 2023-12-31 09516905 frs-bus:AuditExemptWithAccountantsReport 2023-01-01 2023-12-31 09516905 frs-bus:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 09516905 frs-bus:OrdinaryShareClass2 2023-01-01 2023-12-31 09516905 frs-bus:OrdinaryShareClass2 2023-12-31 09516905 frs-bus:OrdinaryShareClass3 2023-01-01 2023-12-31 09516905 frs-bus:OrdinaryShareClass3 2023-12-31 09516905 frs-bus:OrdinaryShareClass4 2023-01-01 2023-12-31 09516905 frs-bus:OrdinaryShareClass4 2023-12-31 09516905 frs-core:FurtherSpecificReserve1ComponentTotalEquity 2022-12-31 09516905 frs-core:FurtherSpecificReserve1ComponentTotalEquity 2023-12-31 09516905 frs-core:CostValuation 2022-12-31 09516905 frs-core:CostValuation 2023-12-31 09516905 frs-core:ProvisionsForImpairmentInvestments 2022-12-31 09516905 frs-core:ProvisionsForImpairmentInvestments 2023-12-31 09516905 frs-bus:Director1 2023-01-01 2023-12-31 09516905 frs-bus:Director2 2023-01-01 2023-12-31 09516905 frs-bus:Director3 2023-01-01 2023-12-31 09516905 frs-bus:Director4 2023-01-01 2023-12-31 09516905 frs-bus:Director5 2023-01-01 2023-12-31 09516905 frs-bus:Director6 2023-01-01 2023-12-31 09516905 frs-bus:Director7 2023-01-01 2023-12-31 09516905 frs-bus:Director8 2023-01-01 2023-12-31 09516905 frs-bus:Director9 2023-01-01 2023-12-31 09516905 frs-core:CurrentFinancialInstruments 1 2023-12-31 09516905 frs-countries:EnglandWales 2023-01-01 2023-12-31 09516905 2021-12-31 09516905 2022-12-31 09516905 2022-01-01 2022-12-31 09516905 frs-core:CurrentFinancialInstruments 2022-12-31 09516905 frs-core:CapitalRedemptionReserve 2022-12-31 09516905 frs-core:OtherReservesSubtotal 2022-12-31 09516905 frs-core:RevaluationReserve 2022-12-31 09516905 frs-core:SharePremium 2022-12-31 09516905 frs-core:ShareCapital 2022-12-31 09516905 frs-core:RetainedEarningsAccumulatedLosses 2022-12-31 09516905 frs-bus:OrdinaryShareClass2 2022-01-01 2022-12-31 09516905 frs-bus:OrdinaryShareClass3 2022-01-01 2022-12-31 09516905 frs-bus:OrdinaryShareClass4 2022-01-01 2022-12-31 09516905 frs-core:FurtherSpecificReserve1ComponentTotalEquity 2022-12-31 09516905 frs-core:CurrentFinancialInstruments 1 2022-12-31
Registered number: 09516905
Opportunity Network Holdings Limited
Unaudited Financial Statements
For The Year Ended 31 December 2023
More Group (Accounting) Limited
Unaudited Financial Statements
Contents
Page
Accountant's Report 1
Balance Sheet 2—3
Notes to the Financial Statements 4—7
Page 1
Accountant's Report
Report to the directors on the preparation of the unaudited statutory accounts of Opportunity Network Holdings Limited for the year ended 31 December 2023
To assist you to fulfil your duties under the Companies Act 2006, I have prepared for your approval the accounts of Opportunity Network Holdings Limited which comprise the Profit and Loss Account, the Balance Sheet and the related notes, from the company’s accounting records and from information and explanations you have given us.
As a practising member of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at http://www.accaglobal.com/en/member/professional-standards/rules-standards/acca-rulebook.html.
This report is made to the directors of Opportunity Network Holdings Limited , as a body, in accordance with the terms of our engagement letter dated 04 July 2022. Our work has been undertaken solely to prepare for your approval the accounts of Opportunity Network Holdings Limited and state those matters that we have agreed to state to the directors of Opportunity Network Holdings Limited , as a body, in this report in accordance with the Association of Chartered Certified Accountants as detailed at http://www.accaglobal.com/content/dam/ACCA_Global/Technical/fact/technical-factsheet-163.pdf. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Opportunity Network Holdings Limited and its directors as a body for our work or for this report.
It is your duty to ensure that Opportunity Network Holdings 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 profit or loss of Opportunity Network Holdings Limited . You consider that Opportunity Network Holdings 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 Opportunity Network Holdings 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 financial statements.
Signed
06/06/2024
More Group (Accounting) Limited
65 Compton Street
London
EC1V 0BN
Page 1
Page 2
Balance Sheet
Registered number: 09516905
2023 2022
Notes
FIXED ASSETS
Investments 4 3,762,612 3,762,612
3,762,612 3,762,612
CURRENT ASSETS
Debtors 5 14,830,540 14,349,038
14,830,540 14,349,038
Creditors: Amounts Falling Due Within One Year 6 (14,498 ) (72,872 )
NET CURRENT ASSETS (LIABILITIES) 14,816,042 14,276,166
TOTAL ASSETS LESS CURRENT LIABILITIES 18,578,654 18,038,778
PROVISIONS FOR LIABILITIES
Withholding tax (1,140,704 ) (1,140,704 )
NET ASSETS 17,437,950 16,898,074
CAPITAL AND RESERVES
Called up share capital 7 19,251 19,115
Share premium account 12,991,104 12,740,728
Revaluation reserve 12 (679,740 ) (679,740 )
Capital redemption reserve 70 70
Other reserves 3,467,780 3,467,780
Fair Value Reserve 12 3,453,900 3,189,371
Profit and Loss Account (1,814,415 ) (1,839,250 )
SHAREHOLDERS' FUNDS 17,437,950 16,898,074
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For the year ending 31 December 2023 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.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.
On behalf of the board
Brian Pallas
Director
06/06/2024
The notes on pages 4 to 7 form part of these financial statements.
Page 3
Page 4
Notes to the Financial Statements
1. General Information
Opportunity Network Holdings Limited is a private company, limited by shares, incorporated in England & Wales, registered number 09516905 . The registered office is Third Floor, 20 Old Bailey, London, EC4M 7AN.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by EU ("adopted IFRSs") and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.
The consolidated financial statements are presented in Euro, as this is the principal currency.
The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates.
2.2. Going Concern Disclosure
The financial statements have been prepared on a going concern basis notwithstanding the fact that the company has recorded a net deficit position on total equity.
The directors consider this basis appropriate as they have considered in detail the trading and cash flow forecasts of the Company for the next twelve months from the date of approval of the financial statements. Based upon the forecasts the directors have a reasonable expectation that the Company and the Group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved.
2.3. Leasing and Hire Purchase Contracts
Operating leases
Rentals paid under operating leases are charged to the income statement on a straight-line basis over the period of the lease.
2.4. Foreign Currencies
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate (their "functional currency") are recorded at the rates applicable when the transactions occur. Foreign currency monetary assets and liabilities are retranslated into the Group entities’ respective functional currencies at the rates at the balance sheet date. Foreign exchange differences arising on the retranslation of unsettled monetary assets 
and liabilities are recognised immediately in the consolidated income statement, except for currency borrowings qualifying as a hedge of a net investment in a foreign operation, foreign exchange differences on which are recognised as a separate component of equity.
Upon consolidation, the results of overseas operations are translated into Euro at the average rate. All assets and liabilities of overseas operations are translated into Euro at the rate applicable at the balance sheet date. Exchangedifferences arising on translating the opening net assets at the opening rate and the results of overseas operations at the closing rate are recognised directly in equity (the "Translation Reserve"). Share capital, share premium and the merger reserve are translated at the rate applicable at the date of the transaction.
Upon disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated income statement as part of the profit or loss on disposal
2.5. Accounting policies
The merger reserve is also used where more than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company, thereby attracting merger relief under section 612 of the Companies Act 2006. 
3. Average Number of Employees
Average number of employees, including directors, during the year was: 1 (2022: 53)
1 53
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4. Investments
Associates
Cost
As at 1 January 2023 3,762,612
As at 31 December 2023 3,762,612
Provision
As at 1 January 2023 -
As at 31 December 2023 -
Net Book Value
As at 31 December 2023 3,762,612
As at 1 January 2023 3,762,612
5. Debtors
2023 2022
Due within one year
Prepayments and accrued income 5,835 7,395
Other debtors 16,851 16,199
BBVA UK Ops USD (6,077 ) -
Amounts owed by group undertakings 14,813,931 14,325,444
14,830,540 14,349,038
6. Creditors: Amounts Falling Due Within One Year
2023 2022
Trade creditors 5,641 6,743
Accruals and deferred income 8,857 66,129
14,498 72,872
7. Share Capital
2023 2022
Allotted, called up and fully paid
998,100 Ordinary A shares of £ 0.0100 each 9,981 9,845
861,800 Ordinary B shares of £ 0.0100 each 8,618 8,618
65,200 Ordinary C shares of £ 0.0100 each 652 652
19,251 19,115
Shares issued during the period:
11,743 Ordinary A shares of £ 0.0116 each 136
During the year, the company issued 31,384 A Ordinary shares.
All classes of share have full dividend rights. Only B Ordinary shares have voting rights. A Ordinary shares and B Ordinary shares have full capital distribution rights. On the event of a liquidation, business sale, sale or listing, the consideration receivable by holders of C1 Ordinary shares is restricted based on thresholds determined prior to their issue.
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8. Financial Instruments
A number of factors affect the operating results, financial condition and prospects of the Group. This section describes those that are considered by the directors to be material, their potential impact and the factors that mitigate them:
-  Credit risk
-  Foreign exchange risk
-  Liquidity risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises are as follows:
-  Cash and cash equivalents
- Trade and other receivables
-  Trade and other payables
-  Borrowings
9. Credit Risk
The Group’s policy is to collect membership revenues prior to the commencement of the membership, thus eliminating the risk that a customer will fail to meet its contractual obligations. Financial loss to the Group in relation to other services is reduced by assessing the credit risk of new customers before entering contracts using different sources. 
Credit risk also arises from cash and cash equivalents and deposits with banks and other financial institutions. For banks and other financial institutions, only independently rated parties with a minimum “A” are accepted.
10. Liquidity Risk
Liquidity risk arises from the Group’s management of working capital and the interest and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances at a level sufficient to meet expected cash requirements.
The directors periodically receive rolling 12-month cash flow projections as well as information regarding cash balances. At the period end and at the date of this report these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances
11. Capital Commitments
The Group in its initial start-up phase seeks to secure and maintain a capital base so as to provide employee, customer, market and creditor confidence in the business. The directors monitor the retained cash and reserves
12. Reserves
Revaluation Reserve Fair Value Reserve
As at 1 January 2023 (679,740 ) 3,189,371
Share compensation reserve - Movement - 264,529
As at 31 December 2023 (679,740 ) 3,453,900
Share Capital
Amount subscribed for share capital at nominal value.
Share premium
Amounts subscribed for share capital in excess of nominal value. 
Shares to be issued
Amounts received for shares which are unissued.
Capital redemption reserve
Represents the nominal value of shares repurchased by the company.
Translation reserve
...CONTINUED
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12. Reserves - continued
The translation reserve comprises translation differences arising from the conversion of functional currency balances into the presentational currency of the Group
Merger reserve
Group - Consolidation adjustment in relation to merger accounting in accordance with the Companies Act 2006.
Parent - Reserve created where shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company, thereby attracting merger relief under section 612 of the Companies Act 2006.
Share compensation reserve
Reserve created in accordance with IFRS 2 Share Based Payments.
Retained earnings
Cumulative net gains and losses recognised in the consolidated income statement.
13. Related Party Transactions
The following table is a summary of the material transactions which took place during the year with related parties and the balances outstanding at the year end. All transactions were undertaken on an arms-length basis.
Opportunity Network Inc.(common control)Loan Amount due to/from related parties - 2023 : € (44,791) & 2022 : € (44,791).

Opportunity Network Inc.

(common control)

Loan Amount due to/from related parties - 2023 : € (44,791) & 2022 : € (44,791).

Opportunity Network North America LLC(common control)Loan Amount due to/from related parties - 2023 : € 31,102 & 2022 : € 31,102.

Opportunity Network North America LLC

(common control)

Loan Amount due to/from related parties - 2023 : € 31,102 & 2022 : € 31,102.

Opportunity Network UK International Ltd(common control)Loan Amount due to/from related parties - 2023 : € 13,874,190 & 2022 : € 13,648,304.

Opportunity Network UK International Ltd

(common control)

Loan Amount due to/from related parties - 2023 : € 13,874,190 & 2022 : € 13,648,304.

Opportunity Network Spain SRL(common control)Loan Amount due to/from related parties - 2023 : €953,430 & 2022 : € 690,829.

Opportunity Network Spain SRL

(common control)

Loan Amount due to/from related parties - 2023 : €953,430 & 2022 : € 690,829.

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