| REGISTERED NUMBER: 14398715 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements for the Year Ended 31 January 2025 |
| for |
| OpenAsset Enterprises Ltd |
| REGISTERED NUMBER: 14398715 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements for the Year Ended 31 January 2025 |
| for |
| OpenAsset Enterprises Ltd |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 31 January 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 4 |
| Consolidated Income Statement | 8 |
| Consolidated Other Comprehensive Income | 9 |
| Consolidated Statement of Financial Position | 10 |
| Company Statement of Financial Position | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Consolidated Statement of Cash Flows | 14 |
| Notes to the Consolidated Statement of Cash Flows | 15 |
| Notes to the Consolidated Financial Statements | 16 |
| OpenAsset Enterprises Ltd |
| Company Information |
| for the Year Ended 31 January 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Certified Accountants and |
| Statutory Auditors |
| Treviot House |
| 186-192 High Road |
| Ilford |
| Essex |
| IG1 1LR |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Group Strategic Report |
| for the Year Ended 31 January 2025 |
| The directors present their strategic report of the company and the group for the year ended 31 January 2025. |
| REVIEW OF BUSINESS |
| Group revenue for the 12 month period to 31 January 2025 is $18.4m. This is primarily driven by new customer acquisition and upselling to our existing customer base. In FY 2025 the Group continued to invest in product development and commercial efforts in its core markets, which resulted in an increase in licence revenue in the year. |
| During the year, OpenAsset has continued to invest in its core technology, infrastructure and people. The organisation has hired in key areas in the business, including in senior leadership roles, in order to support growth. The team consisted of 84 full time employees at the year end. |
| At 31 January 2025, the Group's gross assets were $9.4m with a loss for the financial year of $0.4m. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Macroeconomic Conditions: The business could be affected by wider economic trends in the markets in which it operates, including factors like significant recessions, inflationary pressures, reduction in business investment and political instability. |
| Market Competition and Customer Retention: The Group faces competitive pressures from other providers and potential new entrants to the market. OpenAsset is a product first company, operating in a very competitive landscape, making the need for product development and speed of innovation essential. The Group needs to continue to enhance its product range and value proposition, in order to retain its market share and ensure customer loyalty in FY 2026. |
| Data Protection Regulations: Due to the global nature of our business we face a number of different regulations relating to the processing and storage of data. Not being able to comply with these regulations could harm our reputation and finances. |
| Data Privacy & Cyber Security: Privacy and security concerns relating to OpenAsset's products, services or internal controls could negatively impact the business's reputation, customer retention and operating results. |
| Dependency on Key Personnel: The Group's operations and speed of innovation could be affected if it becomes overly reliant on key personnel, particularly in product development, sales, and leadership. The loss of key talent could affect workflows, particularly in a competitive recruitment market. |
| KEY PERFORMANCE INDICATORS |
| The Group monitors performance using the following financial metrics: |
| - Revenue: $18.4m |
| - Operating Loss: $0.5m |
| - Net Cash: $6.2m |
| The financial performance key indicators together with non-financial key performance indicators are monitored by management on a regular basis. |
| FUTURE DEVELOPMENTS |
| OpenAsset's plans for 2026 and future periods include: |
| - Continued investment in its core technology and infrastructure |
| - Continued investment in product development, supported by headcount growth |
| - Investment in customer acquisition through commercial expansion |
| - Execution of its long-term business plan |
| ON BEHALF OF THE BOARD: |
| 11 June 2025 |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Report of the Directors |
| for the Year Ended 31 January 2025 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 January 2025. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 January 2025. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 February 2024 to the date of this report. |
| DIRECTORS' RESPONSIBILITIES STATEMENT |
| The directors are responsible for keeping adequate accounting records, which are sufficient to show and explain the company's transactions and true financial position at any given time. They are also responsible for ensuring that the financial statements comply with the Companies Act 2006. The directors are accountable for safeguarding the assets of the company and hence for taking reasonable steps in preventing and detecting fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Gravita Essex Limited, will be proposed for re-appointment at the forthcoming General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| OpenAsset Enterprises Ltd |
| Opinion |
| We have audited the financial statements of OpenAsset Enterprises Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 January 2025 and of the group's loss for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Report of the Independent Auditors to the Members of |
| OpenAsset Enterprises Ltd |
| Responsibilities of directors |
| As explained more fully in the Directors' Responsibilities Statement set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| OpenAsset Enterprises Ltd |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
| - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the general secondary education sector; |
| - we focused on specific laws and regulations which we considered may have a direct material effect on the |
| financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, employment and health and safety legislation; |
| - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and |
| - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
| We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
| - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| To address the risk of fraud through management bias and override of controls, we: |
| - performed analytical procedures to identify any unusual or unexpected relationships; |
| - tested journal entries to identify unusual transactions; |
| - assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
| - investigated the rationale behind significant or unusual transactions. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - agreeing financial statement disclosures to underlying supporting documentation; |
| - enquiring of management as to actual and potential litigation and claims. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| OpenAsset Enterprises Ltd |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Chartered Certified Accountants and |
| Statutory Auditors |
| Treviot House |
| 186-192 High Road |
| Ilford |
| Essex |
| IG1 1LR |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Consolidated |
| Income Statement |
| for the Year Ended 31 January 2025 |
| Period |
| 5/10/22 |
| Year Ended | to |
| 31/1/25 | 31/1/24 |
| as restated |
| Notes | $ | $ |
| TURNOVER | 3 | 18,423,190 | 18,802,615 |
| Cost of sales | (3,320,641 | ) | (5,003,152 | ) |
| GROSS PROFIT | 15,102,549 | 13,799,463 |
| Administrative expenses | (15,610,883 | ) | (16,328,888 | ) |
| OPERATING LOSS | 5 | (508,334 | ) | (2,529,425 | ) |
| Interest receivable and similar income | 40,652 | 672 |
| LOSS BEFORE TAXATION | (467,682 | ) | (2,528,753 | ) |
| Tax on loss | 6 | - | - |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| Loss attributable to: |
| Owners of the parent | (467,682 | ) | (2,528,753 | ) |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Consolidated |
| Other Comprehensive Income |
| for the Year Ended 31 January 2025 |
| Period |
| 5/10/22 |
| Year Ended | to |
| 31/1/25 | 31/1/24 |
| as restated |
| Notes | $ | $ |
| LOSS FOR THE YEAR | (467,682 | ) | (2,528,753 | ) |
| OTHER COMPREHENSIVE INCOME |
| Currency translation differences | 56,394 | 197,644 |
| Income tax relating to other comprehensive income | - | - |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
56,394 |
197,644 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (411,288 | ) | (2,331,109 | ) |
| Total comprehensive income attributable to: |
| Owners of the parent | (411,288 | ) | (2,331,109 | ) |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Consolidated Statement of Financial Position |
| 31 January 2025 |
| 2025 | 2024 |
| as restated |
| Notes | $ | $ |
| FIXED ASSETS |
| Intangible assets | 9 | 49,349 | 33,079 |
| Tangible assets | 10 | 82,621 | 110,676 |
| Investments | 11 | - | - |
| 131,970 | 143,755 |
| CURRENT ASSETS |
| Debtors | 12 | 3,061,285 | 3,379,756 |
| Cash at bank | 6,232,923 | 4,954,709 |
| 9,294,208 | 8,334,465 |
| CREDITORS |
| Amounts falling due within one year | 13 | (12,106,621 | ) | (10,753,331 | ) |
| NET CURRENT LIABILITIES | (2,812,413 | ) | (2,418,866 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES | (2,680,443 | ) | (2,275,111 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 15 | 13 | 13 |
| Share premium | 16 | 61,941 | 55,985 |
| Retained earnings | 16 | (2,742,397 | ) | (2,331,109 | ) |
| SHAREHOLDERS' FUNDS | (2,680,443 | ) | (2,275,111 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on 11 June 2025 and were signed on its behalf by: |
| J Janicki - Director |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Company Statement of Financial Position |
| 31 January 2025 |
| 2025 | 2024 |
| as restated |
| Notes | $ | $ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 12 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 13 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 15 |
| Share premium | 16 |
| Retained earnings | 16 | ( |
) |
| SHAREHOLDERS' FUNDS |
| Company's profit/(loss) for the financial year | 2,309 | (392 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 31 January 2025 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| $ | $ | $ | $ |
| Changes in equity |
| Issue of share capital | 13 | - | 55,985 | 55,998 |
| Total comprehensive income | - | (1,788,937 | ) | - | (1,788,937 | ) |
| Balance at 31 January 2024 | 13 | (1,788,937 | ) | 55,985 | (1,732,939 | ) |
| Prior year adjustment | - | (542,172 | ) | - | (542,172 | ) |
| As restated | 13 | (2,331,109 | ) | 55,985 | (2,275,111 | ) |
| Changes in equity |
| Issue of share capital | - | - | 5,956 | 5,956 |
| Total comprehensive income | - | (411,288 | ) | - | (411,288 | ) |
| Balance at 31 January 2025 | 13 | (2,742,397 | ) | 61,941 | (2,680,443 | ) |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Company Statement of Changes in Equity |
| for the Year Ended 31 January 2025 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| $ | $ | $ | $ |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 January 2024 | ( |
) |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | - |
| Balance at 31 January 2025 |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Consolidated Statement of Cash Flows |
| for the Year Ended 31 January 2025 |
| Period |
| 5/10/22 |
| Year Ended | to |
| 31/1/25 | 31/1/24 |
| as restated |
| Notes | $ | $ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 1,300,741 | 909,988 |
| Net cash from operating activities | 1,300,741 | 909,988 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (27,194 | ) | (37,634 | ) |
| Purchase of tangible fixed assets | (41,941 | ) | (93,035 | ) |
| Purchase of business | - | 4,119,782 |
| Interest received | 40,652 | 672 |
| Net cash from investing activities | (28,483 | ) | 3,989,785 |
| Cash flows from financing activities |
| Share issue | 5,956 | 54,936 |
| Net cash from financing activities | 5,956 | 54,936 |
| Increase in cash and cash equivalents | 1,278,214 | 4,954,709 |
| Cash and cash equivalents at beginning of year | 2 | 4,954,709 | - |
| Cash and cash equivalents at end of year | 2 | 6,232,923 | 4,954,709 |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Statement of Cash Flows |
| for the Year Ended 31 January 2025 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 5/10/22 |
| Year Ended | to |
| 31/1/25 | 31/1/24 |
| as restated |
| $ | $ |
| Loss before taxation | (467,682 | ) | (2,528,753 | ) |
| Depreciation and amortisation | 80,920 | (1,196,785 | ) |
| Foreign exchange differences | 56,394 | 197,644 |
| Finance income | (40,652 | ) | (672 | ) |
| (371,020 | ) | (3,528,566 | ) |
| Decrease/(increase) in trade and other debtors | 318,471 | (865,317 | ) |
| Increase in trade and other creditors | 1,353,290 | 5,303,871 |
| Cash generated from operations | 1,300,741 | 909,988 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31 January 2025 |
| 31/1/25 | 1/2/24 |
| $ | $ |
| Cash and cash equivalents | 6,232,923 | 4,954,709 |
| Period ended 31 January 2024 |
| 31/1/24 | 5/10/22 |
| as restated |
| $ | $ |
| Cash and cash equivalents | 4,954,709 | - |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1/2/24 | Cash flow | At 31/1/25 |
| $ | $ | $ |
| Net cash |
| Cash at bank | 4,954,709 | 1,278,214 | 6,232,923 |
| 4,954,709 | 1,278,214 | 6,232,923 |
| Total | 4,954,709 | 1,278,214 | 6,232,923 |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 31 January 2025 |
| 1. | STATUTORY INFORMATION |
| OpenAsset Enterprises Ltd is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
| Basis of consolidation |
| The consolidate financial statements incorporate those of OpenAsset Enterprises Ltd and all of its subsidiaries (i.e entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). |
| All financial statement are made up to 31 January 2025. Where necessary, adjustments are made to the financial statement of subsidiaries to bring the accounting polices used into line with these used by other members of the group. |
| All intra-group transactions, balances and unrealized gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairments of the asset transferred. |
| Significant judgements and estimates |
| In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
| Turnover |
| Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into accounts trade discounts, settlement discounts and volume rebates. |
| Turnover is recognised over the term of the contract agreement to the extent that the company obtains the right to consideration exchanged for its performance. The following criteria must also be met before revenue is recognised: |
| - the service has been delivered |
| - the term of the contract has been agreed so the turnover can be recognised in equal instalments over its duration in case of licences |
| - for non-licenses turnover, the service delivery milestones are known and the turnover can be recognised once each project stage has been completed. |
| Accrued Income recognition is based on usage revenue, which has occurred but has not been invoiced yet. Invoices are raised and billed quarterly in arrears. The measurement of accrued income is based on each customer's live usage data. Therefore there is no subjective estimate, when calculating usage revenue. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Computer equipment | - |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Financial and equity instruments |
| The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. |
| Financial instruments are recognised when the group becomes party to the contractual provisions of the instrument. |
| Financial assets and liabilities are offset and 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 assets and settle the liability simultaneously. |
| Equity instruments |
| Equity instruments issued by the group are recorded at the fair value of proceeds received, net of transactions costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. |
| Foreign currencies |
| Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction. |
| Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date, non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of transaction, or, if the asset or liability is measure at fair value, the rate when that fair value was determined. |
| All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income. |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Leasing commitments |
| Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. |
| Pension costs and other post-retirement benefits |
| For defined contribution schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments. |
| Going concern |
| At the time of approving the financial statements, the directors have a reasonable expectation that the group and company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
| Financial assets and liabilities |
| Basic financial assets, which include trade and other debtors, cash and bank balances, and accrued income, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest. |
| Impairment of financial assets |
| Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting date. |
| Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. |
| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
| Derecognition of financial assets |
| Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. |
| Classification of 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 group after deducting all of its liabilities. |
| Basic financial liabilities |
| Basic financial liabilities, including trade and other creditors, and accruals, are initially recognised at transaction price unless the arrangement constitutes a financing transaction. |
| Derecognition of financial liabilities |
| Financial liabilities are derecognised when, and only when, the group's contractual obligations are discharged, cancelled, or they expire. |
| Employee benefits |
| The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2025 |
| 3. | TURNOVER |
| The turnover and loss before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by geographical market is given below: |
| Period |
| 5/10/22 |
| Year Ended | to |
| 31/1/25 | 31/1/24 |
| as restated |
| $ | $ |
| Asia | 935,516 | 1,102,519 |
| Europe, Middle East & Africa | 3,626,605 | 4,898,785 |
| North America | 13,861,069 | 12,801,311 |
| 18,423,190 | 18,802,615 |
| 4. | EMPLOYEES AND DIRECTORS |
| The average monthly number of persons (including directors) employed during the period was: |
| Group 2025 Number |
Group 2024 Number |
| Sales and Marketing | 27 | 20 |
| Customer Success and Support | 20 | 27 |
| Research and Development | 28 | 26 |
| Administrative | 9 | 7 |
| Total | 84 | 80 |
| Their aggregate remuneration comprised |
| Group 2025 | Group 2024 |
| $ | $ |
| Wages and Salaries | 12,577,046 | 14,177,535 |
| Social security costs | 1,058,059 | 1,343,734 |
| Pension costs | 93,181 | 103,768 |
| 13,728,286 | 15,625,037 |
| The key management personnel compensation amounted to $1,753,445 (2024: $1,469,901). |
| Period |
| 5/10/22 |
| Year Ended | to |
| 31/1/25 | 31/1/24 |
| as restated |
| $ | $ |
| Directors' remuneration | 1,183,272 | 1,469,297 |
| Directors' pension contributions to money purchase schemes | - | 604 |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2025 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| Information regarding the highest paid director is as follows: |
| Period |
| 5/10/22 |
| Year Ended | to |
| 31/1/25 | 31/1/24 |
| as restated |
| $ | $ |
| Emoluments etc | 586,056 | 1,041,794 |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| Period |
| 5/10/22 |
| Year Ended | to |
| 31/1/25 | 31/1/24 |
| as restated |
| $ | $ |
| Other operating leases | 450,232 | 289,599 |
| Depreciation - owned assets | 69,996 | 64,790 |
| Development costs amortisation | 10,924 | - |
| Foreign exchange differences | 47,989 | 90,421 |
| Auditors remuneration | 63,454 | 55,512 |
| Amortisation of negative goodwill | - | (1,266,130 | ) |
| 6. | TAXATION |
| Analysis of the tax charge |
| No liability to UK corporation tax arose for the year ended 31 January 2025 nor for the period ended 31 January 2024. |
| Tax effects relating to effects of other comprehensive income |
| 2025 |
| Gross | Tax | Net |
| $ | $ | $ |
| Currency translation differences | 56,394 | - | 56,394 |
| 5/10/22 to 31/1/24 |
| Gross | Tax | Net |
| $ | $ | $ |
| Currency translation differences | 197,644 | - | 197,644 |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2025 |
| 6. | TAXATION - continued |
| The total tax charge for the year included in the income statement can be reconciled to the loss before tax multiplied by the standard rate of tax as follows: |
| 2025 |
| $ |
| Loss before taxation | (467,682 | ) |
| Expected tax charge based on the standard rate of corporation tax in the UK of 0% | - |
| Taxation charge in the financial statement | - |
| 7. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 8. | PRIOR YEAR ADJUSTMENT |
| During the financial year management evaluated the Group's revenue recognition methodology. Based on this review and an assessment of materiality, management decided to switch from revenue recognition being driven by the month the service started to revenue recognition being driven by the services' start date. As a result, prior year adjustments in respect of deferred income and goodwill were considered necessary. The deferred income prior year comparative figures in the statement of financial position increased by $236,810; goodwill increased by $305,362 and loss for the prior year increased by $542,172. |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Development |
| costs |
| $ |
| COST |
| At 1 February 2024 | 37,634 |
| Additions | 27,194 |
| At 31 January 2025 | 64,828 |
| AMORTISATION |
| At 1 February 2024 | 4,555 |
| Amortisation for year | 10,924 |
| At 31 January 2025 | 15,479 |
| NET BOOK VALUE |
| At 31 January 2025 | 49,349 |
| At 31 January 2024 | 33,079 |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2025 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Computer |
| equipment |
| $ |
| COST |
| At 1 February 2024 | 175,466 |
| Additions | 41,941 |
| At 31 January 2025 | 217,407 |
| DEPRECIATION |
| At 1 February 2024 | 64,790 |
| Charge for year | 69,996 |
| At 31 January 2025 | 134,786 |
| NET BOOK VALUE |
| At 31 January 2025 | 82,621 |
| At 31 January 2024 | 110,676 |
| 11. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| $ |
| COST |
| At 1 February 2024 |
| and 31 January 2025 |
| NET BOOK VALUE |
| At 31 January 2025 |
| At 31 January 2024 |
| The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Subsidiaries |
| Axomic Limited |
| Registered office: 2nd floor, 4 Tabernacle Street, London, EC2A 4LU, United Kingdom |
| Nature of business: Software Development |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Axomic Inc |
| Registered office: 49 W 38th St 8th floor, New York, NY, 10018, United States |
| Nature of business: Software Development |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2025 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| as restated | as restated |
| $ | $ | $ | $ |
| Trade debtors | 1,768,829 | 2,038,568 |
| Amounts owed by group undertakings | - | 1 |
| Other debtors | 288,883 | 335,532 |
| Unpaid share capital | - | 1 | - | 1 |
| Prepayments and accrued income | 1,003,573 | 1,005,654 |
| 3,061,285 | 3,379,756 |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| as restated | as restated |
| $ | $ | $ | $ |
| Trade creditors | 189,145 | 193,361 |
| Amounts owed to group undertakings | - | - |
| PAYE | 151,206 | - |
| VAT | 153,018 | 78,297 | - | - |
| Other creditors | 28,511 | 183,971 |
| Accruals | 971,732 | 1,588,370 |
| Deferred Income | 10,613,009 | 8,709,332 |
| 12,106,621 | 10,753,331 |
| 14. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable operating | leases |
| 2025 | 2024 |
| as restated |
| $ | $ |
| Within one year | 384,923 | 389,582 |
| Between one and five years | 795,031 | 1,207,786 |
| 1,179,954 | 1,597,368 |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2025 |
| 15. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | as restated |
| $ | $ |
| Ordinary A | 0.0001p | 10 | 10 |
| Ordinary B | 0.0001p | 1 | 1 |
| Convertible preferred shares | 0.0001p | 2 | 2 |
| 13 | 13 |
| The A shares have attached to them full voting rights and dividend rights. |
| The B shares do not confer any voting nor dividend rights. |
| The Convertible preferred shares have attached to them full voting tight and dividend rights, these shares do not confer any rights of redemption. |
| During the year 500 B shares were issued at nominal value of £0.0001 which were fully paid. 10,640 A shares and 641 Convertible preferred are not fully paid. |
| 16. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| $ | $ | $ |
| At 1 February 2024 | (1,788,937 | ) | 55,985 | (1,732,952 | ) |
| Prior year adjustment | (542,172 | ) | (542,172 | ) |
| (2,331,109 | ) | (2,275,124 | ) |
| Deficit for the year | (467,682 | ) | (467,682 | ) |
| Share issue | - | 5,956 | 5,956 |
| Foreign exchange differences | 56,394 | - | 56,394 |
| At 31 January 2025 | (2,742,397 | ) | 61,941 | (2,680,456 | ) |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| $ | $ | $ |
| At 1 February 2024 | ( |
) | 55,567 |
| Profit for the year |
| Share issue |
| Foreign exchange differences | (988 | ) | - | (988 | ) |
| At 31 January 2025 | 62,844 |
| OpenAsset Enterprises Ltd (Registered number: 14398715) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 January 2025 |
| 17. | RELATED PARTY DISCLOSURES |
| During the year the company entered into the following transactions with a shareholder of the group: |
| 2025 | 2024 |
| Group | £ | £ |
| Support fees | 82,721 | 131,542 |
| No amounts were outstanding at year end. |