Registered number: 03542910
OPEN DESTINATIONS LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
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OPEN DESTINATIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the audited financial statement for the year ended 31 December 2023.
The principal activities of the company are the development of travel inventory, connectivity, packaging and reservation software products and business support services for the global travel industry. The company continues to be a market leader in the provision of technology solutions to tour and rail operating companies as well as destination management companies.
The company’s revenue increased by 18% to £8.7m in 2023 as the business continued its growth trajectory, exceeding its peak, pre-pandemic annual revenue. The uplift in revenue was driven by a steady increase in Annual Recurring Revenue (ARR) which at £7.76m constitutes nearly 90% of total revenue in 2023.
The company continues to leverage its offshore development and service capability. At the Group level, consolidated operating profit (total EBITDA of UK and offshore entities) increased to approximately £1.8m. The company was able to attract new customers and build on core revenue streams with existing customers while increasing the proportion of ARR. The business continued to be cash generative and remains debt-free.
In 2023 the company maintained its investment in research and development on the Travel Studio and Rail Studio software platforms, focussing on key functionality for rail companies, specialist tour operators and complex FIT operators. The company continues to develop strong customer relationships with average customer tenure over 7.5 years and Net Revenue Retention of 106% in 2023.
The directors are satisfied with the company’s results for the year which demonstrated strong financial and operating performance, returning to growth in the post pandemic travel industry.
Key performance indicators
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Group EBITDA (with adjustments)
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Principal risks and uncertainties
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Open Destinations successfully mitigated the impact of the global pandemic, managing cost and cash flow. While the recovery of the travel industry continued in 2023, the directors continue to monitor the situation and assess pandemic related risks.
Principal risks in 2023 included inflation, potential recession, war and political instability which could impact the travel industry. With no debt, a significant cash balance and a global, diversified customer base, the directors believe that Open Destinations remains in a healthy position relative to its competitors.
The directors remain alert to the other risks prevalent in a commercial environment and continue to take steps to minimise or mitigate these risks.
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OPEN DESTINATIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The company’s strong financial performance and growing level of Annual Recurring Revenue in 2023 has generated momentum for further success in 2024.
Continued investment in research and product development will ensure that the Travel Studio and Rail Studio software products remain ahead of their competition, driving increased market share. The company’s business support services have proven to be a compelling offering to existing and new customers.
In 2024 the market opportunity for the company’s products and services will expand as travel businesses around the world continue to invest in technology to differentiate and drive growth in the post pandemic travel industry.
This report was approved by the board and signed on its behalf.
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OPEN DESTINATIONS LIMITED
REGISTERED NUMBER: 03542910
BALANCE SHEET
AS AT 31 DECEMBER 2023
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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 redemption reserve
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OPEN DESTINATIONS LIMITED
REGISTERED NUMBER: 03542910
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
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 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 7 to 16 form part of these financial statements.
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OPEN DESTINATIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Capital redemption reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 7 to 16 form part of these financial statements.
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OPEN DESTINATIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Capital redemption reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 7 to 16 form part of these financial statements.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Open Destinations Limited is a private company, limited by shares, incorporated and registered in England and Wales. The company's registered office is Estilo, Unit 12, 7 Wenlock Road, London, N1 7SL.
The company is a parent company of a small group. It is not required to prepare, and it has not prepared group accounts. These financial statements are presented for the company.
The principal activity of the company is that of other information technology service activities.
2.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 judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £1.
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'.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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 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.
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Operating leases: the Company as lessee
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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.
Interest income is recognised in profit or loss using the effective interest method.
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.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year 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.
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.
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 and reducing balance method.
Depreciation is provided on the following basis:
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Straight line over 3 years
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25% per annum reducing balance
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its 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.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments 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 receipts 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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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There is one significant judgement in the accounts:
There is a bad debt provision in the accounts. The directors have reviewed the trade debtor balances and the amounts that remain in trade debtors are considered recoverable.
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The average monthly number of employees, including the directors, during the year was as follows:
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Technical, development and services
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Selling and administration
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Charge for the year on owned assets
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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Travel software application
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Called up share capital not paid
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Prepayments and accrued income
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Cash and cash equivalents
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Charges
Security is in place on the Australian bank account held in case of default on specific projects ongoing in this location. There were no defaults in the current or previous year.
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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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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Allotted, called up and fully paid
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27,138 (2022 - 27,138) Ordinary Shares A shares of £0.010 each
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839 (2022 - 839) Ordinary Shares B shares of £0.010 each
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The Ordinary A shares have full voting and capital distribution rights.
No Ordinary B shares were issued in the year. The Ordinary B shares do not have any voting or dividend rights. The shares have the right to capital distribution following a formula prescribed in the Company's Articles of Association.
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The Company operates a defined contribution pension plan for its employees. Once the contributions have been paid the Company has no further payment obligations. The amount charged to the Profit and loss account during the year totalled £79,110 (2022: £61,296). Contributions totalling £15,742 (2022: £10,669) were payable to the fund at the reporting date and are included in other creditors.
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Related party transactions
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Open Destinations Infotech Pvt Ltd, a company incorporated in India and owned jointly by the directors of Open Destinations Limited, K O'Sullivan and D Pinto, entered into the following transactions with the company:
During the year invoices of £4,182,800 (2022: £3,360,936) were raised by Open Destinations Infotech Pvt Ltd to Open Destinations Limited in respect of services provided. Included in trade creditors at the year end was £1,507,637 (2022:£1,659,338) owed by the company to Open Destinations Infotech Pvt Ltd.
During the year lease rentals on the company offices of £67,650 (2022: £66,000) were paid to an unincorporated business the director, K O'Sullivan, is a partner in.
Lease rentals of £33,825 (2022: £33,000) were also paid to PHN & C Limited, a company of which the director, D Pinto is a director. All of the above transactions were conducted at arms length.
During the year dividends totaling £486,622 (2022: £435,399) were paid to K O'Sullivan and £408,593 (2022: £365,583) were paid to D Pinto. The remaining dividend payments were made to another shareholder.
Included within other debtors due within one year is a loan to K O'Sullivan, a director and shareholder, amounting to £105,209 (2022 £ 105,209). Repayments made during the year totalled £Nil.
Included within other debtors due within one year is a loan to D Pinto, a director and shareholder, amounting to £108,099 (2022 £108,099). Further amounts loaned during the year totalled £Nil.
The amounts are interest free and repayable on demand.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company is controlled by Kevin O'Sullivan by virtue of having ability to exercise a majority of the voting rights in the company.
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
The audit report was signed on 17 September 2024 by Rajeev Shaunak BSc FCA (Senior Statutory Auditor) on behalf of MHA.
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