OPENLINE COMMUNICATIONS LTD


Directors	BROWN, Matthew
	KNOX, Jonty


Company Secretary	OHS SECRETARIES LIMITED


Registered Address	9th Floor 107 Cheapside
	London
	EC2V 6DN


Registered Number	13504692 (England and Wales)

Balance Sheet as at
31 July 2025

	Notes	2025		2024
		£	£	£	£
Fixed assets
Tangible assets	4		6,181		11,164
			6,181		11,164
Current assets
Debtors	5	8,643		417,814
Cash at bank and on hand		78,811		28,161
		87,454		445,975
Creditors amounts falling due within one year	6	(239,721)		(218,893)
Net current assets (liabilities)			(152,267)		227,082
Total assets less current liabilities			(146,086)		238,246
Creditors amounts falling due after one year	7		(1,625,247)		(1,417,874)
Net assets			(1,771,333)		(1,179,628)
Capital and reserves
Called up share capital			1,008		1,008
Share premium			19,095		19,026
Other reserves			309,980		309,980
Profit and loss account			(2,101,416)		(1,509,642)
Shareholders' funds			(1,771,333)		(1,179,628)

The company was entitled to exemption from audit for this reporting period under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The directors have chosen to not file a copy of the company’s profit and loss account under section 444 (5A) Companies Act 2006.

The financial statements were approved and authorised for issue by the Board of Directors on 27 April 2026, and are signed on its behalf by:

BROWN, Matthew
Director
Registered Company No. 13504692

OPENLINE COMMUNICATIONS LTD

Notes to the Financial Statements
for the year ended 31 July 2025

1.	Accounting policies

	Statutory information
	The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

	Statement of compliance
	The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.

	Functional and presentation currency
	The financial statements are presented in sterling and this is the functional currency of the company.

	Going concern
	The financial statements have been prepared on a basis other than going concern as the directors intend to close the company within 12 months of the period end. At the balance sheet date, the company had a deficiency on shareholders’ funds. The directors have therefore concluded that the going concern basis is not appropriate for the preparation of these financial statements.

	Judgements and key sources of estimation uncertainty
	In applying the Company’s accounting policies, the Directors’ are required to make judgements, estimates and assumptions that impact the amounts recognised. The critical areas of judgement and estimate include: Intercompany loan – determination of market rate of interest. The company has a intercompany loan with its parent company, included within creditors due within one year of £195,257 and included within creditors due after year of £1,630,555. The loan is unsecured, interest free and repayable at the earlier of the termination date, 31 July 2027, or any other date on which the parties cease to be in the same group. In accordance with FRS 102 Section 11, this loan is required to be discounted at a market rate of interest for a similar instrument. The directors have determined that an appropriate market rate of interest is 6%.

Judgements and key sources of estimation uncertainty

In applying the Company’s accounting policies, the Directors’ are required to make judgements, estimates and assumptions that impact the amounts recognised.

The critical areas of judgement and estimate include: Intercompany loan – determination of market rate of interest.

The company has a intercompany loan with its parent company, included within creditors due within one year of £195,257 and included within creditors due after year of £1,630,555. The loan is unsecured, interest free and repayable at the earlier of the termination date, 31 July 2027, or any other date on which the parties cease to be in the same group.

In accordance with FRS 102 Section 11, this loan is required to be discounted at a market rate of interest for a similar instrument. The directors have determined that an appropriate market rate of interest is 6%.

	Turnover policy
	Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Current taxation
	Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

	Tangible fixed assets and depreciation
	Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided on all tangible fixed assets as follows:


		Straight line (years)
	Office Equipment	4

2.	Average number of employees


		2025		2024
	Average number of employees during the year	2		3

3.	Prior period adjustment
	During the year, the company identified that an intercompany loan, which is unsecured, interest-free and repayable more than one year from inception, had not been accounted for in accordance with FRS 102 Section 11 Basic Financial Instruments. Under FRS 102, such loans should initially be recognised at the present value of future cash flows, discounted at a market rate of interest for a similar instrument, with the difference between the transaction price and the present value recognised in profit or loss or as a capital contribution, as appropriate. In the prior year, the loan was recognised at its transaction value without discounting. The directors have determined that an appropriate market rate of interest is 6%, and have restated the prior year financial statements to reflect the loan at amortised cost using the effective interest method. In accordance with Section 10 of FRS 102 Accounting Policies, Estimates and Errors, this has been treated as the correction of a prior period error. The effect of the adjustment on the prior year is summarised below: Previously Reported Adjustment Restated Amounts owed to related parties due within one year - (117,950) (117,950) Amounts owed to related parties due after one year (1,591,271) 173,397 (1,417,874) Capital contribution - (309,980) (309,980) Profit and loss account (1,255,109) (254,533) (1,509,642) Net Liabilities (1,235,075) 55,447 (1,179,628) Shareholders' funds (1,235,075) 55,447 (1,179,628) There is no impact on cash balances and comparative figures for the prior year have been restated accordingly. The adjustment had a £116,362 impact on opening reserves for the comparative period.

Prior period adjustment

During the year, the company identified that an intercompany loan, which is unsecured, interest-free and repayable more than one year from inception, had not been accounted for in accordance with FRS 102 Section 11 Basic Financial Instruments. Under FRS 102, such loans should initially be recognised at the present value of future cash flows, discounted at a market rate of interest for a similar instrument, with the difference between the transaction price and the present value recognised in profit or loss or as a capital contribution, as appropriate. In the prior year, the loan was recognised at its transaction value without discounting. The directors have determined that an appropriate market rate of interest is 6%, and have restated the prior year financial statements to reflect the loan at amortised cost using the effective interest method. In accordance with Section 10 of FRS 102 Accounting Policies, Estimates and Errors, this has been treated as the correction of a prior period error. The effect of the adjustment on the prior year is summarised below:

                                                          Previously Reported          Adjustment            Restated
Amounts owed to related 
parties due within one year                                -                          (117,950)             (117,950)
Amounts owed to related 
parties due after one year                          (1,591,271)                  173,397           (1,417,874)

Capital contribution                                            -                          (309,980)             (309,980)
Profit and loss account                               (1,255,109)                 (254,533)          (1,509,642)

Net Liabilities                                              (1,235,075)                    55,447            (1,179,628)
Shareholders' funds                                   (1,235,075)                    55,447             (1,179,628)

There is no impact on cash balances and comparative figures for the prior year have been restated accordingly. The adjustment had a £116,362 impact on opening reserves for the comparative period.

4.	Tangible fixed assets

	Office Equipment	Total
	£	£
Cost or valuation
At 01 August 24	24,468	24,468
Additions	413	413
At 31 July 25	24,881	24,881
Depreciation and impairment
At 01 August 24	13,304	13,304
Charge for year	5,396	5,396
At 31 July 25	18,700	18,700
Net book value
At 31 July 25	6,181	6,181
At 31 July 24	11,164	11,164

5.	Debtors: amounts due within one year

	2025	2024
	£	£
Trade debtors / trade receivables	-	5,600
Other debtors	848	406,721
Prepayments and accrued income	7,795	5,493
Total	8,643	417,814

6.	Creditors: amounts due within one year

	2025	2024
	£	£
Trade creditors / trade payables	37,766	70,056
Bank borrowings and overdrafts	2,311	3,766
Amounts owed to related parties	195,257	117,950
Taxation and social security	3,290	9,218
Other creditors	1,097	4,301
Accrued liabilities and deferred income	-	13,602
Total	239,721	218,893


	At the balance sheet date, the company owed £1,098 (2024: £474) to the two (2024: two) directors and this amount is included within Other creditors. The loans are unsecured, interest free and repayable on demand. Included within creditors amounts falling due within one year is £195,257 (2024: £1,17,950) owed to the company's parent company, Openline Technologies Inc., based in United States. This loan is unsecured, interest free and repayable at the earlier of the of the termination date, 27 July 2027, and any other date on which the two Parties cease to be in the same corporate group.

At the balance sheet date, the company owed £1,098 (2024: £474) to the two (2024: two) directors and this amount is included within Other creditors. The loans are unsecured, interest free and repayable on demand.

Included within creditors amounts falling due within one year is £195,257 (2024: £1,17,950) owed to the company's parent company, Openline Technologies Inc., based in United States. This loan is unsecured, interest free and repayable at the earlier of the of the termination date, 27 July 2027, and any other date on which the two Parties cease to be in the same corporate group.

7.	Creditors: amounts due after one year

	2025	2024
	£	£
Amounts owed to related parties	1,625,247	1,417,874
Total	1,625,247	1,417,874


	Included within creditors amounts falling due after one year is £1,625,247 (2024: £1,417,874) owed to the company's parent company, Openline Technologies Inc., based in United States. This loan is unsecured, interest free and repayable at the earlier of the termination date, 27 July 2027, and any other date on which the two parties cease to be in the same corporate group.