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 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.
Financial Instruments
Financial instruments are recognised in the company's balance sheet w hen the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, w ith the net amounts presented in the financial statements, w hen there is a legaly 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, w hich include debtors and cash and bank balances, are initialy 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, w here the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable w ithin one year are not discounted.
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 company after deducting al its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from few low group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction w here they are subsequently carried at amortised cost using effective interest method. Financial liabilities that constitute a financing transaction
are measured at present value of future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not discounted.
Debt instruments are subsequently carried at amortised cost, using effective interest rate method.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in ordinary course of business from suppliers.
Amounts payable under trade creditors classified as current liabilities if payment is due w ithin one year or less. If not they presented as non-current liabilities. Trade creditors recognised initia ly at transaction price and subsequently measured amortised cost using
effective interest method.
Opportunity Network Holdings Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
2.4.
Foreign Currencies
Transactions entered into by the company 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 company's 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 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.
All assets and liabilities of overseas operations are translated into Euro at the rate applicable at the balance sheet date. Exchange differences 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 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: 6 (2023: 9)
4.
Investments
| Associates | |
|---|---|
| € | |
| Cost | |
| As at 1 January 2024 |
|
| As at 31 December 2024 |
|
| Provision | |
| As at 1 January 2024 |
|
| As at 31 December 2024 |
|
| Net Book Value | |
| As at 31 December 2024 |
|
| As at 1 January 2024 |
|
5.
Debtors
| 2024 | 2023 | ||
|---|---|---|---|
| € | € | ||
| Due within one year | |||
| Prepayments and accrued income |
|
|
|
| Other debtors |
|
|
|
| Amounts owed by group undertakings |
|
|
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|
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Opportunity Network Holdings Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
6.
Creditors: Amounts Falling Due Within One Year
| 2024 | 2023 | ||
|---|---|---|---|
| € | € | ||
| Trade creditors |
|
|
|
| Other creditors - BBVA UK |
|
|
|
| Accruals and deferred income |
|
|
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8.
Financial Instruments
A number of factors affect the operating results, financial condition and prospects of the company. 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 company is exposed to risks that arise from its use of financial instruments. This note describes the company’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 company, from which financial instrument risk arises are as follows:
|
2024
|
2023
|
||
|
€
|
€
|
||
|
Cash and cash equivalents
|
-
|
-
|
|
|
Trade and other receivables
|
14,920,347
|
14,830,540
|
|
|
Trade and other payables
|
13,316
|
14,498
|
|
|
Borrowings
|
-
|
-
|
|
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</svg>){kind=small}
|
|
||
|
14,933,663
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none">
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|
14,845,038
|
9.
Credit Risk
The company'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 company 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.
Opportunity Network Holdings Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
10.
Liquidity Risk
Liquidity risk arises from the company’s management of working capital and the interest and principal repayments on its debt instruments. It is the risk that the company will encounter difficulty in meeting its financial obligations as they fall due.
The company’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 company expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances
11.
Capital Commitments
The company 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 2024 |
( |
|
| Share compensation reserve - Movement | - | 137,577 |
| As at 31 December 2024 |
( |
|
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
The translation reserve comprises translation differences arising from the conversion of functional currency balances into the presentational currency of the company.
Merger reserve
Company - 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 income statement.
Opportunity Network Holdings Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
13.
Related Party Transactions
As at the balance sheet date, the company owed outstanding balances from below mentioned entities in respect of interest-free working capital loan, which is repayable on demand.
The following table is a summary of the material transactions which took place during the year with related parties. All transactions were undertaken on an arms-length basis.
Opportunity Network North America LLC
(common control)
Loan Amount due to/from related parties - 2024 : € 31,102 & 2023 : € 31,102.
Opportunity Network Spain SRL
(common control)
Loan Amount due to/from related parties - 2024 : €1,089,221 & 2023 : € 953,430.
Opportunity Network UK International Ltd
(common control)
Loan Amount due to/from related parties - 2024 : € 13,831,953 & 2023 : € 13,874,190.
Opportunity Network Inc.
(common control)
Loan Amount due to/from related parties - 2024 : € (44,791) & 2023 : € (44,791).