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Registered number: 04927446
OPAL (UK) HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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OPAL (UK) HOLDINGS LIMITED
COMPANY INFORMATION
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J Yeatman (appointed 23 April 2025)
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J Jones appointed18 June 2025)
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Chartered Accountants & Statutory Auditor
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OPAL (UK) HOLDINGS LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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OPAL (UK) HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The Directors present their Strategic Report of the Group for the year ended 30 June 2025.
Turnover for the year was £8,063k (2024 - £6,318k). This result is a profit on ordinary activities before taxation of £1,130k (2023 - £353k).
In the financial year to June 2025 OPAL (UK) Holdings Limited (the "Group") has continued to invest in the development of the technology platform that supports the administration services provided by Outsourced Professional Administration Limited. The Directors have an agreed strategy to innovate products and services in order to meet the changing need of the Product providers we support, the Advisors and the Customers we deal with directly.
The Directors are satisfied with the results for the year given the economic environment. Looking forward, the Directors feel confident that the operating subsidiaries of the Group will continue to service their existing client base and gain new client contracts which will in turn deliver sustainable profitable growth.
Financial key performance indicators
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Profit before taxation £'000
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Total Policies in force '000
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Operating Profit/Turnover %
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Operating Profit/Policies £
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Principal risks and uncertainties
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The Group's activities expose it to a number of risks including financial risk, credit risk, liquidity risk, and regulatory risk.
Financial risk
The Group operates in a rapidly changing and competitive market place where continuing growth is dependent on maintaining existing client relationships and winning new clients. Customer service is paramount. The Group is confident that it can achieve its objectives and minimise the risk of falling short of its targets by providing a high quality service to its customers and regularly reviewing its processes and procedures.
The Group's risk management objectives and policies aim to mitigate specific financial risks where there is a possibility that any financial risk may lead to material changes· in the Group's financial performance, position or cash flow. The Group has limited exposure to financial risk through its financial assets and financial liabilities. The Group is not exposed to currency risk. The Group has no contractually determined cash flows and so interest rate risk is minimal. No hedging techniques are employed.
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OPAL (UK) HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Principal risks and uncertainties(continued)
Credit risk
Cash is held in major UK banks in an attempt to mitigate liquidity and credit risk, regular reviews of the bank ratings are conducted by management. At the Statement of Financial Position date the maximum exposure to credit risk is limited to the carrying amount of each financial asset in the Statement of Financial Position.
Liquidity risk
The Group manages liquidity risk by maintaining sufficient funds in cash held in major UK banks to meet liabilities in a timely and orderly manner.
Regulatory risk
Our business and products are regulated by the Financial Conduct Authority in the UK, and we are therefore exposed to the risk of not complying with regulatory requirements, regulatory change or regulators' expectations. Failure to properly manage· regulatory risk may result in regulatory sanctions being imposed and could harm our reputation. We therefore monitor the regulatory environment on an on-going basis and our own internal controls have been designed to counter such risk. Management receive regular reports on compliance which include results from compliance reviews on specific topics, suggestions for improvements of systems and information on customer complaints. We also engage external specialists where appropriate to review elements of our controls in this area.
Statement by the Director relating to their statutory duties under section 172(1) of the Companies Act 2006
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The Directors, in line with their duties under s172 of the Companies Act 2006, act in the way they consider, in good faith, would be most likely to promote the success of the Group and Parent Company for the benefit of its member, and in doing so have regard, amongst other matters, to the:
∙Likely consequences of any decision in the long term;
∙Interest of the Group and Parent Company's employees
∙Need to foster the Group and Parent Company's business relationships with suppliers, clients and others;
∙Desirability of the Group and Parent Company maintaining a reputation for high standards of business conduct;
∙Need to act fairly as between members of the Group and Parent Company
Stakeholders
The Board understands the importance of engagement with all of its stakeholders and gives appropriate weighting to the outcome of its decisions for the relevant stakeholder in weighing up how best to promote the success of the Group and Parent Company. The Board regularly discusses issues concerning clients, suppliers, employees, community and environment, regulators and its shareholder, which it takes into account in its discussions and in its decision-making process. In addition to this, the Board seeks to understand the interests and views of the Group and Parent Company's stakeholders by engaging with them directly when required. The below summarises the key stakeholders and how we engage with each:
Clients
The Board is in regular contact with existing and potential clients, to obtain feedback on matters such as product quality and customer service. The Group and Parent Company's account management team is critical to ensuring long term client satisfaction through communication and product improvement.
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OPAL (UK) HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Suppliers
We work with a range of suppliers and remain committed to being fair and transparent in our dealings with all-of our suppliers. Suppliers are generally relevant to the whole Group and Parent Company and the Group and Parent Company has, where relevant, procedures in place requiring due diligence of suppliers as to their internal governance, including for example, their anti-bribery and corruption practices, data protection policies and modern slavery matters. The Company has systems and processes in place to ensure suppliers are paid in a timely manner.
Employees
The Company has a well-established management reporting structure which encourages employee engagement in an open working environment. The Board is responsible for ensuring that this structure enables effective communication and feedback between employees and management.
Community and environment
The Board is aware of the impact of its activities can have on the environment, and is committed to minimising our environmental footprint.
Regulators
We work with our regulators in an open and proactive manner to help develop processes and controls that meet the needs of all our stakeholders. The Board's intention is to behave responsibly and to ensure that the management team operates the business in a responsible manner, acting with the high standards and good governance expected of a regulated business like ours.
Shareholders
The Board also seeks to behave in a responsible manner towards our shareholders. The Board frequently communicates information relevant to the shareholders, such as its financial reporting and updates on commercial activity.
Directors' statement of compliance with duty to promote the success of the Company
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The Directors of the Group and Parent Company through considering the views of its employees, clients and suppliers, acting in good faith, have taken informed decisions during the year ending 30 June 2025 to ensure that they have promoted the success of the Group and Parent Company for the benefit of its participants and stakeholders. The Group and Parent Company continues to follow its value strategy, which has long term beneficial impacts including a fulfilling working environment.
This report was approved by the board and signed on its behalf.
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OPAL (UK) HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The Directors present their report and the financial statements for the year ended 30 June 2025.
Directors' responsibilities statement
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The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the Group is the provision of outsourced service solutions and software solutions to the financial services sector. One of the operating subsidiaries activities are regulated under the Financial Services and Markets Act 2000. For analysis of performance and management of financial and other risks, see the Strategic Report.
The profit for the year, after taxation, amounted to £942k (2024 - £355k).
The Group declared dividends of £1,200k, half of it was paid in cash and part was settled within the debtor balance with shareholders (as an advance that was made in prior year) (2024 - £Nil).
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OPAL (UK) HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
The Directors who served during the year and to the date of the financial statements being approved, unless otherwise stated, were as follows:
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N H Elliott (resigned 5 February 2025)
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B W Yeatman (resigned 27 March 2025)
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J Yeatman (appointed 23 April 2025)
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Matters covered in the Group Strategic Report
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As permitted by Paragraph 1A of Schedule 7 to the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' report have been omitted as they are included in the Group Strategic Report instead. These matters relate to Business Review, Principal risks and uncertainties and Financial key performance indicators.
Disclosure of information to auditor
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
The Group meets its day-to-day working capital requirements through its own cash. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to operate within the level of its current cash reserve. After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the approval of the financial statements. The Group therefore continues to adopt the going concern basis in preparing its financial statements.
Post balance sheet events
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Subsequent to the year end, the Directors became aware that one of the Company’s key clients is the subject of a proposed acquisition. At the date of this report, the outcome and potential impact on the Company cannot be reliably estimated. The Directors continue to monitor developments closely and do not currently envisage any material impact over the forthcoming 18-24 months.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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OPAL (UK) HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
This report was approved by the board and signed on its behalf.
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OPAL (UK) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPAL (UK) HOLDINGS LIMITED
Opinion
We have audited the financial statements of OPAL (UK) Holdings Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Position, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and 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 FRS 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’s affairs as at 30 June 2025 and of the Group's profit 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 "Auditor’s responsibilities for the audit of the financial statements" section of our report. We are independent of the Group and Parent Company 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 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. 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.
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OPAL (UK) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPAL (UK) HOLDINGS LIMITED
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 course of 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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.
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OPAL (UK) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPAL (UK) HOLDINGS LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 is 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 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 intend either to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 an auditor’s report 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Group and Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation and tax legislation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company are in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as the Companies Act 2006.
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OPAL (UK) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPAL (UK) HOLDINGS LIMITED
In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks were related to i) posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, and ii) revenue recognition which we pinpointed to the cut off assertion, and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit report
This report is made solely to the Parent 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 Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Diego Fernandez (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
6 October 2025
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OPAL (UK) HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
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Interest receivable and similar income
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Profit for the financial year
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Profit for the year attributable to:
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Owners of the parent Company
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There were no recognised gains and losses for 2025 or 2024 other than those included in the Consolidated Statement of Comprehensive Income.
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There was no other comprehensive income for 2025 (2024 - £Nil).
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The notes on pages 17 to 33 form part of these financial statements.
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OPAL (UK) HOLDINGS LIMITED
REGISTERED NUMBER: 04927446
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 33 form part of these financial statements.
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OPAL (UK) HOLDINGS LIMITED
REGISTERED NUMBER: 04927446
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 33 form part of these financial statements.
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OPAL (UK) HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Dividends: Equity capital
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Total transactions with owners
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 17 to 33 form part of these financial statements.
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OPAL (UK) HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
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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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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 17 to 33 form part of these financial statements.
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OPAL (UK) HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
Cash flows from operating activities
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Profit for the financial year
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Depreciation of tangible assets
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Decrease/(increase) in debtors
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(Decrease)/increase in creditors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible assets
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 17 to 33 form part of these financial statements.
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
OPAL (UK) Holdings Limited (the "Company") is a private company limited by shares, registered in England and Wales. The registered office address of the Company is Centrium 1 Griffiths Way, St. Albans, England, AL1 2RD. The Company's registered number is 04927446.
The principal activities of the Group is the provision of outsourced service solutions and software development to the financial services sector. One of the operating subsidiaries activities are regulated under the Financial Service and Markets Act 2000. For analysis of performance and management of financial and other risks, see the Strategic report.
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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The Company has taken advantage of the exemption, under FRS 102 paragraph 1.12 (b), from preparing a statement of cash flows, on the basis that it is a qualifying entity and its ultimate parent company, Opal (UK) Holdings Limited, includes the Company's cash flows in their own consolidated financial statements.
These financial statements are presented in Pounds Sterling (£), this being the functional currency of the Company and the currency of the primary economic environment in which the Company operates.
Monetary amounts in these financial statements are rounded to the nearest £1,000.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
The Group meets its day-to-day working capital requirements through its own cash. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to operate within the level of its current cash reserve. After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the approval of the financial statements. The Group therefore continues to adopt the going concern basis in preparing its financial statements.
Turnover is recognised when administrative services have been provided to and are accepted by clients. Ongoing service and license revenue is recognised monthly in arrears following the provision of administration and hosting services for that month. Development fees are recognised following set up of the system and service fees are recognised in line with the contractual agreements on the monthly basis of the associated products change. Requests that have partially completed at the Consolidated Statement of Financial Position date are recognised for the fair value of the services provided to date based on the stage of completion.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income 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 the Consolidated Statement of Comprehensive Income using the effective interest method.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Consolidated Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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 reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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 reporting 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.
Depreciation is provided on the following basis:
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Computer and office equipment
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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 the Consolidated Statement of Comprehensive Income.
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
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 recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to the Consolidated Statement of Comprehensive Income.
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
The Group 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 Group's Statement of Financial Position when the Group 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.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
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.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
i.material judgements
ii.key accounting estimates and assumptions
For contract spanning across more than one accounting year, the overall profitability of those contracts would be assessed. If a contract is expected to be loss making overall, the full expected loss will be recognised as an expense in the current year.
There have been no material judgements, key accounting estimates, or assumptions reported for assets and liabilities at the balance sheet date and the amounts reported for revenues and expenses during the year ended 30 June 2025.
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An analysis of turnover by class of business is as follows:
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Ongoing services and licence revenue
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Turnover (excluding value added tax) represents fees receivable from clients, principally from financial organisations in respect of the provision of administrative services for their single premium and regular premium products. Depending on the product a separate fee may be received on set up of the product, recurring fees from ongoing administration of the product and on maturity for some products. In addition, turnover includes fees in respect of the development of bespoke administrative systems and portfolio licence fee for ongoing maintenance of administration of the hosted environment, software and other infrastructure.
During the year ended 30 June 2025 all turnover was derived from the provision of administrative services, the development of bespoke administrative systems, the fulfilment of change requests and the monthly portfolio licence fee.
All sales are made in the UK market and are deemed to originate from one class of business.
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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The operating profit is stated after charging:
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Depreciation of tangible fixed assets
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Other operating lease rentals
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Fees payable to the Group's auditor for the audit of the Group's annual financial statements
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Fees payable to the Group's auditor in respect of:
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Audit-related assurance services
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined contribution pension scheme
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The average monthly number of employees, including the Directors, during the year was as follows:
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to no Directors (2024 - Nil) in respect of defined contribution pension schemes.
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The highest paid Director received remuneration of £210k (2024 - £132k).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £Nil (2024 - £Nil).
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The Group considers its key management personnel to be the Directors of the subsidiary companies. The total employment benefits including employer pension contributions of the key management personnel were £342k (2024 - £126k).
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Interest receivable and similar income
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Taxation on profit on ordinary activities
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
10.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of25% (2024 - 25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Movement in deferred tax not recognised
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of previous periods
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Total tax charge/(credit) for the year
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A deferred tax asset of £39k (2024 - £136k) in respect of tax losses was not recognised in these accounts as there was insufficient certainty at that time as to the availability of future taxable profits arising.
Deferred tax is calculated at a rate of 25% (2024 - 25%) in line with the substantively enacted tax rate.
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Factors that may affect future tax charges
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There are no factors affecting future tax charges.
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Parent company profit for the year
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the Parent Company for the year was £1,200k (2024 - £NIL).
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Computer and office equipment
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The Company does not hold any tangible fixed assets.
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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OPAL Information Systems Limited
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Outsourced Professional Administration Limited
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Third party administration
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Both of the Company's subsidiary undertakings have the registered office address of Centrium 1 Griffiths Way, St. Albans, England, AL1 2RD.
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Prepayments and accrued income
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In the prior year included within other debtors due within one year is a loan to shareholders amounting to £600k which was applied to dividends declared in the current year.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand. The balance was offset against dividends declared by the subsidiary during the current year.
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Financial assets measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprise cash and cash equivalents, trade debtors, other debtors and accrued income.
Financial liabilities measured at amortised cost comprise trade creditors, other creditors and accruals.
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Charged to the Consolidated Statement of Comprehensive Income
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The provision for deferred taxation, calculated at a rate of 25% (2024 - 25%), is made up as follows:
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Accelerated capital allowances
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Allotted, called up and fully paid
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2,104 (2024 - 2,104) Ordinary shares of £1.00 each
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Each Ordinary share carries voting rights, but no right to fixed income.
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Profit and loss account
This reserve represents cumulative profits or losses net of dividends and other adjustments.
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £80k (2024 - £81k).
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Commitments under operating leases
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At 30 June 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Related party transactions
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Management, staff and other support and services have been provided to and received from Outsourced Professional Administration Limited by Synergy Financial Products Limited, Pandora Software Solution Limited and Black Ink Processing Limited. Synergy Financial Products Limited, Pandora Software Solutions Limited and Black Ink Processing Limited qualify as related parties under Section 33 of FRS 102 on the basis that they have both a degree of common key management and the same shareholders.
The net transactions in respect of this were income/(expense) to OPAL UK Holdings Limited as set out below:
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Synergy Financial Products Limited
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Turnover - provision of administration services
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Black Ink Processing Limited
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Turnover - provision of administration services
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Pandora Software Solutions Limited
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Turnover - provision of administration services
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Staff costs and office recharged
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OPAL (UK) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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Balances outstanding at the year end, which have now been settled:
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Synergy Financial Products Limited - Debtor
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Synergy Financial Products Limited - Creditor
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Pandora Software Solutions Limited - Creditor
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Black Ink Processing Limited - Creditor
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Post balance sheet events
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Subsequent to the year end, the Directors became aware that one of the Company’s key clients is the subject of a proposed acquisition. At the date of this report, the outcome and potential impact on the Company cannot be reliably estimated. The Directors continue to monitor developments closely and do not currently envisage any material impact over the forthcoming 18-24 months.
The ultimate controlling party of the Company is N H Elliot through virtue of their shareholding.
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