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OPEN DESTINATIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Capital redemption reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 5 to 14 form part of these financial statements.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Open Destinations Limited is a private company, limited by shares, incorporated and registered in England and Wales. The company's registered office is Estilo, Unit 12, 7 Wenlock Road, London, N1 7SL.
The company is a parent company of a small group. It is not required to prepare, and it has not prepared group accounts. These financial statements are presented for the company.
The principal activity of the company is that of other information technology service activities.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £1.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method and reducing balance method.
Depreciation is provided on the following basis:
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Straight line over 3 years
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25% per annum reducing balance
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
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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The average monthly number of employees, including the directors, during the year was as follows:
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Technical, development and services
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Selling and administration
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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Open Destinations Asia Pte. Ltd. (formerly Tineri Pte Ltd)
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Travel software application
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Due after more than one year
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Called up share capital not paid
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Prepayments and accrued income
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Cash and cash equivalents
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Charges
Security is in place on the Australian bank account held in case of default on specific projects ongoing in this location. There were no defaults in the current or previous year.
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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27,138 (2023 - 27,138) Ordinary Shares A shares of £0.010 each
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839 (2023 - 839) Ordinary Shares B shares of £0.010 each
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The Ordinary A shares have full voting and capital distribution rights.
No Ordinary B shares were issued in the year. The Ordinary B shares do not have any voting or dividend rights. The shares have the right to capital distribution following a formula prescribed in the Company's Articles of Association.
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On 8 February 2024 the Company granted 867 EMI share options to an employee as part of a long-term incentive arrangement. The options are equity-settled, carry an exercise price of £480 per share, and vest based on service conditions over three tranches between February 2024 and January 2025. The grant date is assessed as 8 February 2024.
The fair value of the options at the grant date was determined using an option pricing model consistent with FRS 102 Section 26. The resulting share-based payment charge recognised in the profit and loss account for the year ended 31 December 2024 is £46,739 (2023: £Nil).
The charge reflects the proportion of options that vested during the year. All granted options remained unexercised at the year end.
The Company operates a defined contribution pension plan for its employees. Once the contributions have been paid the Company has no further payment obligations. The amount charged to the Profit and loss account during the year totalled £98,314 (2023: £79,110). Contributions totalling £18,263 (2023: £15,742) were payable to the fund at the reporting date and are included in other creditors.
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OPEN DESTINATIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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Open Destinations Infotech Pvt Ltd, a company incorporated in India and jointly owned by K. O’Sullivan and D. Pinto during the year, raised invoices totalling £4,442,700 (2023: £4,182,800) to the Company for services provided, and £1,330,338 (2023: £1,507,637) was owed to this company at the year end.
During the year, lease rentals of £36,300 (2023: £67,650) were paid in respect of premises leased from an unincorporated business in which K. O’Sullivan was a partner during the year. At 31 December 2024, £7,260 (2023: £Nil) remained payable.
Lease rentals of £72,900 (2023: £33,825) were paid to PHN & C Limited, a company of which D. Pinto was a director during the year.
During the year dividends totaling £665,904 (2023: £486,622) were paid to K O'Sullivan and £559,127 (2023: £408,593) were paid to D Pinto. The remaining dividend payments were made to another shareholder.
Included within other debtors due within one year is a loan of £105,209 (2023: £105,209) to K. O'Sullivan, who was a director and shareholder during the year.
Included within other debtors due within one year is a loan of £108,099 (2023: £108,099) to D Pinto, who was a director and shareholder during the year.
During the year, D Pinto incurred certain expenses personally on behalf of the company. These expenses are due to be reimbursed by the company. As at 31 December 2024, the amount payable to him was £2,629 (2023: £Nil).
The amounts are interest free and repayable on demand.
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The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
The audit report was signed on 23 December 2025 by Rajeev Shaunak BSc FCA (Senior Statutory Auditor) on behalf of MHA.
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