1.
General Information
Opportunity Network International UK Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
09559477
. 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 periods presented, unless otherwise stated.
The financial statements are presented in Euros (EUR), as this is the functional currency of the company.
The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates.
2.2.
Going Concern Disclosure
After making inquiries, the director has a reasonable expectation that the company 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 when these financial statements were approved. The company has received financial support from its parent company, Opportunity Network Holdings Limited. Without such support there would be a significant uncertainty over whether the company was a going concern. The director has reviewed the forecasts for the group and the latest financial information and is confident that the group can provide the required financial support for a period of at least 12 months from the date of approval of the financial statements. Accordingly, he continues to adopt the going concern basis in preparing the financial statements.
2.3.
Turnover
The company sells membership subscriptions and implementation services.
Revenue from membership subscriptions is deferred in the statement of financial position and recognised on a straight line basis over the term of the subscription contract in the period to which it relates.
Revenue in respect of implementation services is recognised in the accounting period in which the services are rendered, by reference to the stage of completion of the specific project and assessed on the basis of the actual costs incurred as a proportion of the total expected costs for that project.
Where a loss is anticipated on a specific implementation service, the loss is recognised in full in the period in which it is identified. No margin is recognised on implementation services where a reliable assessment of the stage of completion cannot be made.
2.4.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| Computer Equipment |
|
2.5.
Financial Instruments
2.5.
Financial Instruments - continued
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 debtors and cash and bank balances, 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 transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within 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 all its liabilities.
Basic financial liabilities
...CONTINUED
Opportunity Network International UK Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction where 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 within one year or less. If not they presented as non-current liabilities. Trade creditors recognised initially at transaction price and subsequently measured amortised cost using effective interest method.
2.6.
Foreign Currencies
The company’s functional and presentational currency is EUR.
The company´s functional and presentation currency was changed from GBP to EUR starting on January the 1st 2019.
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 year end foreign currency monetary items are translated using the closing rate. Nonmonetary 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 year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
2.7.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
Opportunity Network International UK Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
2.8.
Share based payments
Scheme details and movements
Opportunity Network International UK Limited operates a share option scheme for all employees of the company. The Black Scholes option pricing model is used to determine the fair value of the stock options. The company granted 4,173 equity settled options during the year ended 31,December 2014, All shares in the growth share plan are subject to a 5-year vesting period, with a 1-year cliff and semi-annually accruing after the cliff.
The number and weighted average exercise prices of share options were as follows:
|
Excercise price (Pence)
2024
|
Number
2024
|
Excercise price (Pence)
2023
|
Number
2023
|
|
|
Outstanding at the beginning of te year
|
10.02
|
1,598,108
|
9.48
|
1,507,073
|
|
Granted during the year
|
4,173
|
39,319
|
||
|
Outstanding at the end of the year
|
10.02
|
1,602,281
|
9.48
|
1,598,108
|
The company used the following valuation assumptions to estimate the fairvalue of options granted during the year ended 31st Dec 2024:
|
2024
€
|
2023
€
|
|
|
Weighted average share price (pence)
|
10.02
|
9.48
|
|
Share price
|
21.29
|
21.29
|
|
Sales Multiple
|
6.4
|
9.14
|
|
Net Book Value of Equity
|
1.03
|
1.98
|
The total expense recognised for the period from share-based payments was £1,786 (2023: £1,927).
|
2024
€
|
2023
€
|
|
|
Equity-settled schemes
|
1,786
|
1,927
|
2.9.
Transition to IFRS
The company transitioned from FRS 102 to IFRS during the financial period to 31 December 2024. The corresponding figures and comparative financial statements have also been restated under IFRS. Upon transition none of the standards, interpretations and amendments effective for the first time from 24 April 2015 have had a material effect on the financial statements.
3.
Average Number of Employees
Average number of employees, including directors, during the year was: 1 (2023: 1)
Opportunity Network International UK Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
4.
Tangible Assets
| Computer Equipment | |
|---|---|
| € | |
| Cost | |
| As at 1 January 2024 |
|
| As at 31 December 2024 |
|
| Depreciation | |
| As at 1 January 2024 |
|
| Provided during the period |
|
| 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 | |||
| Trade debtors |
|
|
|
| Prepayments and accrued income |
|
|
|
| Other debtors | - |
|
|
| Amounts owed by group undertakings |
|
|
|
|
|
|
||
6.
Creditors: Amounts Falling Due Within One Year
| 2024 | 2023 | ||
|---|---|---|---|
| € | € | ||
| Trade creditors |
|
|
|
| Corporation tax |
|
|
|
| Other creditors |
|
|
|
| Accruals and deferred income |
|
|
|
| Amounts owed to group undertakings |
|
|
|
|
|
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||
7.
Creditors: Amounts Falling Due After More Than One Year
| 2024 | 2023 | ||
|---|---|---|---|
| € | € | ||
| Accruals and deferred income | - |
|
|
Opportunity Network International UK Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
8.
Deferred Taxation
As at the balance sheet date, company has unused tax losses of £12,415,754 available for offset against future taxable profits. A deferred tax asset has not been recognised in respect of these losses due to the uncertainty surrounding the availability of future taxable profits against which the losses can be utilised.
Management has assessed the recoverability of these losses in accordance with IAS 12 Income Taxes. While the losses are legally available for carryforward, the company does not currently have sufficient taxable temporary differences or convincing evidence of future taxable profits to support recognition of a deferred tax asset. The total unrecognised deferred tax asset in respect of these losses is estimated at £3,103,938, calculated using the applicable tax rate of 25%.
These losses may be carried forward indefinitely (or until expiry date, if applicable), subject to compliance with local tax regulations.
10.
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 director to be material, their potential impact and the factors that mitigate them:
1. Credit risk
2. Foreign exchange risk
3. 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
|
38,189
|
64,070
|
|
|
Trade and other receivables
|
4,602,764
|
4,902,914
|
|
|
Trade and other payables
|
1,625,725
|
1,675,137
|
|
|
Borrowings
|
15,838,818
|
16,263,552
|
|
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
|
||
|
22,105,496
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
<line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
22,905,673
|
11.
Foreign Currency Risk
Foreign exchange risk arises when the company entities enter into transactions denominated in a currency other than its functional currency. Where it is considered that the potential risk to the company is significant, management will discuss possible solutions to mitigate the risk.
12.
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 sources such as Dun &
Bradstreet.
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 International UK Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
13.
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 director periodically receives rolling 12-month group cash flow projections as well as information regarding cash balances. At the year end and at the date of this report these projections indicated that the group expected to have sufficient liquid resources to meet the company’s obligations under all reasonably expected circumstances.
14.
Capital Commitments
As at the balance sheet date, Banco Bilbao Vizcaya Argentaria S.A., located at One Canada Square, 44th Floor, London E14 5AA, holds a historic fixed charge in respect of a former credit card facility with BBVA UK. The facility ceased by 2020, all BBVA UK accounts were closed in 2024, and there are no outstanding liabilities.
15.
Reserves
Share Capital
Amount subscribed for share capital at nominal value.
Translation Reserve
The translation reserve comprises translation differences arising from the conversion of functional currency balances into the presentational currency of the company.
Retained Earnings
Cumulative net gains and losses recognised in the income statement.
16.
Related Party Transactions
As at the balance sheet date, the company owed outstanding balances to/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 Inc
(Common Control)
Loan - 2024: €31,852 & 2023 - € 149,375, Sales - 2024: €0 & 2023 : €38,118 and Loan Amount due to/from related parties - 2024: €1,624,810 & 2023 : € 1,592,959
Opportunity Network North America LLC
(Common Control)
Loan - 2024 : (€61,960) & 2023 : (€ 158,638) , Purchases - 2024: (€ 81,052) 2023 : (€ 58,905) and Loan Amount due to/from related parties - 2024: €2,621,243 & 2023: € 2,764,255
Opportunity Network Holdings Ltd
(Parent Company)
Loan - 2024: €44,023 & 2023 : € 26,553 , Share Based Payments - 2024: (€1,786) & 2023 : (€ 252,439) and Loan Amount due to/from related parties - 2024: (€13,559,485) & 2023 : (€ 13,601,722)
Opportunity Network Spain SL
(Common Control)
Loan - 2024: €1,142,292 & 2023 : €1,668,495, Purchases - 2024: (€750,607) & 2023 : (€ 1,467,300) and Loan Amount due to/from related parties - 2024: (€2,266,178) & 2023: (€2,657,863)
Opportunity Network International UK Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
17.
Ultimate Parent Undertaking and Controlling Party
The immediate and ultimate parent undertaking is Opportunity Network Holdings Limited, a company incorporated in England and Wales. Consolidated financial statements are prepared and publicly available from Companies House, Crown Way, Cardiff, CF13 3UZ.
The ultimate controlling party is B Pallas.