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Registered number: 09704443












OPEN COSMOS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

 

OPEN COSMOS LTD
 
COMPANY INFORMATION


Directors
Jordi Barrera Ars 
Juan Diego Bernal Fernández 
Rafael Jorda Siquier 
Aleix Megías Homar 
Patrick Gerard Sheehan 
Alexander Domin 




Registered number
09704443



Registered office
Unit 8
The Bep0 Building

Thomson Ave

Didcot

OX11 0GD




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH





 

OPEN COSMOS LTD

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3
Directors' responsibilities statement
 
4
Independent auditor's report
 
5 - 8
Consolidated profit and loss account
 
9
Consolidated statement of comprehensive income
 
10
Consolidated balance sheet
 
11
Company balance sheet
 
12
Consolidated statement of changes in equity
 
13
Company statement of changes in equity
 
14
Consolidated statement of cash flows
 
15
Notes to the financial statements
 
16 - 44


 

OPEN COSMOS LTD
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The principal activity of the company continues to be the development, manufacture, launch and operations of satellites and the provision of satellite data and insights from those to help solve the world's biggest challenges, serving both commercial and institutional markets globally.

Business review
 
During the year, the Group achieved significant progress in expanding its product portfolio and securing new international contracts, despite continued macroeconomic uncertainty and supply chain challenges. Aligned with the Group’s core focus on growth for the year 2025, revenue increased by 60% year-on-year. This increase was primarily attributable to higher sales of new satellite products, including satellite data in both the UK and European markets

Complementing this organic growth, we expanded our geographical reach by acquiring Sur Emprendimientos Tecnológicos S.R.L. (Argentina) and Simplyconnected Unipessoal, LDA (Portugal), while also incorporating new legal entities in the UAE, Japan, and Liechtenstein. Although the revenue contribution from these additions was minimal during the current period, they represent a critical investment in regional diversification and product array expansion. These moves align with the Group's FY25 focus on scaling our international presence and strengthening our long-term market position in the following years.

The Group maintained a strong order book and delivered several key milestones, including the launch of new satellites and ramp-up of  the delivery of satellite imagery and insights.

Principal risks and uncertainties
 
The Group operates within a highly competitive commercial landscape. The principal risks and uncertainties facing the business include geopolitical volatility impacting public sector expenditure, evolving regulatory frameworks and export control, supply chain disruptions, rapid technological obsolescence and customer concentration.

The Board of Directors maintains robust oversight of these exposures through an established risk management framework. To mitigate these risks and support long-term growth, the Group continues to make strategic investments in technological innovation, service enhancements, customer relationship management and building a resilient supplier chain.

Financial key performance indicators
 
Revenue: £46m (2024: £28.7m)
R&D Investment as % of Revenue: 15.7% (2024: 10.8%)

Page 1

 

OPEN COSMOS LTD

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Other key performance indicators
 
The Group remains committed to leveraging its geographical presence and technical capabilities. Looking forward, the Group’s strategic priorities are placed on enhancing the performance of our satellites and expanding manufacturing facilities internationally. A pivotal component of our forward-looking strategy includes ConnectedCosmos, a constellation of satellites to provide connectivity services and real-time insights of Earth. 

The Group will also focus on further exploiting the use of geospatial data with artificial intelligence and secure connectivity services that are immediately usable for strategic decision-making to address global market demands in  different domains including climate change, resource sustainability, and digital transformation in developing countries.

The Group will continue to integrate its newly acquired capabilities and regional hubs to ensure a unified approach to global market penetration and product delivery to meet increasing global demand.

The Board of Directors is confident in the robustness of this long-term strategy and the underlying resilience of the business model.

Directors' statement of compliance with duty to promote the success of the Group
 
The Directors have had regard to the matters set out in section 172 of the Companies Act 2006 when discharging their duties. Key stakeholders, including employees, customers, suppliers, and shareholders, were regularly engaged through formal and informal channels. The Board prioritised decisions that promote the long-term success of the Group, including workforce development, environmental sustainability, and operational excellence.


This report was approved by the board and signed on its behalf.



Rafael Jorda Siquier
Director

Date: 21 May 2026

Page 2

 

OPEN COSMOS LTD

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Results and dividends

The profit for the year, after taxation, amounted to £4,944,024 (2024 - £10,721,671).

The directors do not recommend payment of a dividend.

Directors

The directors who served during the year were:

Jordi Barrera Ars 
Juan Diego Bernal Fernández 
Rafael Jorda Siquier 
Aleix Megías Homar 
Patrick Gerard Sheehan 
Toba Buhit Spiegel (resigned 30 November 2025)
Alexander Domin (appointed 30 November 2025)

Matters covered in the Group Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium sized companies and groups (accounts and reports) regulations 2008', in the group strategic report.

Disclosure of information to auditor

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.

This report was approved by the board and signed on its behalf.
 





Rafael Jorda Siquier
Director

Date: 21 May 2026

Page 3

 

OPEN COSMOS LTD
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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;


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 2006They 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.

Page 4

 

OPEN COSMOS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPEN COSMOS LTD
 FOR THE YEAR ENDED 31 DECEMBER 2025

Opinion


We have audited the financial statements of Open Cosmos Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the consolidated profit and loss account, the consolidated statement of comprehensive income, the consolidated balance sheet, the company balance sheet, the consolidated statement of cash flows, the consolidated statement of changes in equity, the company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 31 December 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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.


Page 5

 

OPEN COSMOS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPEN COSMOS LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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 ReportOur 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. 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.


Opinion 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 group 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 group 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 the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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.


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 the 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 either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 6

 

OPEN COSMOS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPEN COSMOS LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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 Group financial statements.


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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance; and
enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Page 7

 

OPEN COSMOS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPEN COSMOS LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the 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 company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Mahmood Ramji (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
21 May 2026
Page 8

 

OPEN COSMOS LTD
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025

As restated
2025
2024
Note
£
£

  

Turnover
 4 
45,912,523
28,687,315

Cost of sales
  
(22,874,740)
(8,818,570)

Gross profit
  
23,037,783
19,868,745

Administrative expenses
  
(17,376,295)
(6,941,794)

Operating profit
 5 
5,661,488
12,926,951

Interest receivable and similar income
 8 
449,265
704,291

Interest payable and similar expenses
 9 
(913,701)
(360,071)

Profit before tax
  
5,197,052
13,271,171

Tax on profit
 10 
(253,028)
(2,549,500)

Profit for the financial year
  
4,944,024
10,721,671

Profit for the year attributable to:
  

Owners of the parent company
  
4,944,024
10,721,671

  
4,944,024
10,721,671

The notes on pages 16 to 44 form part of these financial statements.



Page 9

 

OPEN COSMOS LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

As restated
2025
2024
Note
£
£


Profit for the financial year

  

4,944,024
10,721,671

Other comprehensive income
  


Currency translation differences
  
(11,597)
(20,365)

Share based payments
 22 
419,205
124,386

Other comprehensive income for the year
  
407,608
104,021

Total comprehensive income for the year
  
5,351,632
10,825,692

Profit for the year attributable to:
  


Owners of the parent company
  
4,944,024
10,721,671

  
4,944,024
10,721,671

Total comprehensive income attributable to:
  


Owners of the parent company
  
5,351,632
10,825,692

  
5,351,632
10,825,692

The notes on pages 16 to 44 form part of these financial statements.

Page 10


 
REGISTERED NUMBER:09704443
OPEN COSMOS LTD

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

As restated
2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 11 
11,434,895
8,866,146

Tangible assets
 12 
36,407,838
14,503,127

  
47,842,733
23,369,273

Current assets
  

Stocks
  
355,571
134,064

Debtors
 14 
37,828,817
9,995,607

Cash at bank and in hand
  
66,076,378
45,856,169

  
104,260,766
55,985,840

Creditors: amounts falling due within one year
 15 
(48,449,561)
(30,766,736)

Net current assets
  
 
 
55,811,205
 
 
25,219,104

Total assets less current liabilities
  
103,653,938
48,588,377

Creditors: amounts falling due after more than one year
 16 
(52,441,859)
(1,649,924)

Provisions for liabilities
  

Deferred taxation
 18 
(2,823,306)
(2,799,364)

Net assets
  
48,388,773
44,139,089


Capital and reserves
  

Called up share capital 
 19 
214
221

Share premium account
 20 
31,422,720
31,422,720

Capital redemption reserve
 20 
7
-

Foreign exchange reserve
 20 
(44,090)
(32,493)

Other reserves
 20 
1,268,489
849,284

Profit and loss account
 20 
15,741,433
11,899,357

Equity attributable to owners of the parent company
  
48,388,773
44,139,089


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Rafael Jorda Siquier
Director

Date: 21 May 2026

The notes on pages 16 to 44 form part of these financial statements.

Page 11


 
REGISTERED NUMBER:09704443
OPEN COSMOS LTD

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025

As restated
2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 11 
7,410,135
7,094,288

Tangible assets
 12 
18,909,162
10,148,810

Investments
 13 
3,891,545
2,915,870

  
30,210,842
20,158,968

Current assets
  

Stocks
  
252,898
126,698

Debtors
 14 
29,635,024
5,572,404

Cash at bank and in hand
  
57,202,230
24,955,478

  
87,090,152
30,654,580

Creditors: amounts falling due within one year
 15 
(23,145,784)
(7,220,659)

Net current assets
  
 
 
63,944,368
 
 
23,433,921

Total assets less current liabilities
  
94,155,210
43,592,889

  

Creditors: amounts falling due after more than one year
 16 
(52,441,859)
(1,649,924)

Provisions for liabilities
  

Deferred taxation
 18 
(2,823,306)
(2,799,364)

Net assets
  
38,890,045
39,143,601


Capital and reserves
  

Called up share capital 
 19 
214
221

Share premium account
 20 
31,422,720
31,422,720

Capital redemption reserve
 20 
7
-

Other reserves
 20 
1,268,489
849,284

Profit and loss account
 20 
6,198,615
6,871,376

Total equity
  
38,890,045
39,143,601


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Rafael Jorda Siquier
Director

Date: 21 May 2026

The notes on pages 16 to 44 form part of these financial statements.

Page 12

OPEN COSMOS LTD


 
  
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£
£
£



At 1 January 2024
221
31,422,720
-
(12,128)
724,898
1,177,686
33,313,397



Comprehensive income for the year


Profit for the year
-
-
-
-
-
10,721,671
10,721,671


Currency translation differences
-
-
-
(20,365)
-
-
(20,365)


Share based payments
-
-
-
-
124,386
-
124,386





At 1 January 2025 (as previously stated)
221
31,422,720
-
(47,742)
849,284
12,818,861
45,043,344


Prior year adjustment (note 24)
-
-
-
15,249
-
(919,504)
(904,255)



At 1 January 2025 (as restated)
221
31,422,720
-
(32,493)
849,284
11,899,357
44,139,089



Comprehensive income for the year


Profit for the year
-
-
-
-
-
4,944,024
4,944,024


Currency translation differences
-
-
-
(11,597)
-
-
(11,597)


Share based payments
-
-
-
-
419,205
-
419,205



Contributions by and distributions to owners


Purchase of own shares
-
-
7
-
-
(1,101,948)
(1,101,941)


Shares cancelled during the year
(7)
-
-
-
-
-
(7)



At 31 December 2025
214
31,422,720
7
(44,090)
1,268,489
15,741,433
48,388,773



The notes on pages 16 to 44 form part of these financial statements.

Page 13


OPEN COSMOS LTD


 
  
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025



Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 January 2024
221
31,422,720
-
724,898
881,371
33,029,210



Comprehensive income for the year


Profit for the year
-
-
-
-
5,990,005
5,990,005


Share based payments
-
-
-
124,386
-
124,386





At 1 January 2025
221
31,422,720
-
849,284
6,871,376
39,143,601



Comprehensive income for the year


Profit for the year
-
-
-
-
429,187
429,187


Share based payments
-
-
-
419,205
-
419,205



Contributions by and distributions to owners


Purchase of own shares
-
-
7
-
(1,101,948)
(1,101,941)


Shares cancelled during the year
(7)
-
-
-
-
(7)



At 31 December 2025
214
31,422,720
7
1,268,489
6,198,615
38,890,045



The notes on pages 16 to 44 form part of these financial statements.

Page 14
 

OPEN COSMOS LTD

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

As restated
2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
4,944,024
10,721,671

Adjustments for:

Amortisation of intangible assets
1,058,512
625,388

Depreciation of tangible assets
1,540,576
530,272

Loss on disposal of tangible assets
562,998
(2,030)

Interest paid
913,701
359,928

Interest received
(449,265)
(657,289)

Taxation charge
253,028
2,549,500

(Increase) in stocks
(221,507)
(97,432)

(Increase) in debtors
(27,384,338)
(10,026,073)

Increase in creditors
14,856,047
26,473,401

Corporation tax received
3,575
43,776

Net cash generated from operating activities

(3,922,649)
30,521,112


Cash flows from investing activities

Purchase of intangible fixed assets
(1,500,103)
(3,546,282)

Purchase of tangible fixed assets
(24,028,039)
(10,525,645)

Acquisition of subsidiaries
68,582
-

Interest received
449,265
657,289

Net cash from investing activities

(25,010,295)
(13,414,638)

Cash flows from financing activities

Purchase of own shares
(1,101,948)
-

Issue of new loans
52,032,966
-

Repayment of other loans
(1,535,375)
(1,030,794)

Interest paid
(242,490)
(359,928)

Net cash generated by/ (used in) financing activities
49,153,153
(1,390,722)

Net increase in cash and cash equivalents
20,220,209
15,715,752

Cash and cash equivalents at beginning of year
45,856,169
30,140,417

Cash and cash equivalents at the end of year
66,076,378
45,856,169


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
66,076,378
45,856,169


Page 15

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Open Cosmos Ltd is a private company limited by shares incorporated in England and Wales. The address of its registered office is Unit 8, The Bep0 Building, Thomson Ave, Didcot, OX11 0GD (previously Electron Building Fermi Avenue, Harwell Oxford, Didcot, OX11 0QR).

Open Cosmos Ltd ("the company") and its subsidiaries ("the group") are principally engaged in the design, development, launch and operation of satellites as well as providing data and services through a platform. 

The financial statements are presented in Sterling (£).

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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.

Monetary amounts in these financial statements have been rounded to the nearest £.

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 profit and loss account in these financial statements.

Parent company disclosure exemptions

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:
Disclosures in respect of the parent company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the company as a whole;
Disclosures in respect of the parent company’s share-based payment arrangements have not been presented as equivalent disclosures have been provided in respect of the company as a whole; and
No disclosures have been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the company as a whole.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 16

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

The Group retained significant cash reserves of £66m at the year-end, following the receipt of £49m during the period, comprising £27m in convertible loan notes and £22m in venture debt . The total venture debt facility amounts to £50m, with the remaining balance expected to be received in 2026. These additional funds are intended to support the Group’s plans to further accelerate market access, innovation, and expansion. 

The Directors have assessed the Group’s financial position and are satisfied that it has sufficient working capital to continue operations for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. This includes the ability to invest in strategic projects, complete ongoing sales cycles, and deliver contracts as they are secured. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The group's functional and presentational currency is Sterling (£).

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated profit and loss account within 'administrative expenses'.

On consolidation, the results of overseas operations are translated into Sterling (£) at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group 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;
Page 17

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.5
Revenue (continued)

it is probable that the group 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.

Long-term contracts
 
Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a consistent basis to reflect the proportion of the work carried out at the period end, by recording turnover and related costs as contract activity progresses.

Revenue is calculated based on the stage of completion of each contract which is derived from the proportion that costs incurred for work performed to date bear to the estimated total costs. Costs incurred for work performed to date do not include costs relating to future activity, such as for materials or prepayments. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer.

Full provision is made for losses on all onerous contracts in the period in which they are first foreseen.

 
2.6

Grants receivable

Grants are accounted for under the performance model as permitted by FRS 102. Revenue is recognised in the profit and loss at the date the performance-related conditions are met. Grant monies received before the revenue recognition criteria are satisfied are recognised as a liability, in deferred income.

If there are no performance-related conditions imposed by the grant, revenue is recognised when the grant becomes receivable. Given the nature of the grants received, amounts recognised are presented within revenue rather than other operating income, as the activities performed are directly related to the provision of services as part of the ordinary activities of the company.

 
2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 5 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 18

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Pensions

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 balance sheet. The assets of the plan are held separately from the group in independently administered funds.

 
2.12

Share-based payments

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 group 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.

 
2.13

Current and deferred taxation

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 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 balance sheet date, except that:
Page 19

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.13
Current and deferred taxation (continued)

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.


 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Patents
-
10 years
Development expenditure
-
5 years
Goodwill
-
5 years

Page 20

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.15

Financial instruments

The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. 
 
The Group’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been
Page 21

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)





Financial instruments (continued)

recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

 
2.16

Tangible fixed assets

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.

At each reporting date the group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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.

The estimated useful lives range as follows:

Long-term leasehold property
-
lease term
Satellites
-
3 years
Plant and machinery
-
10 years
Lab equipment
-
5 years
Office equipment
-
3 years
Computer equipment
-
3 years
Assets under construction
-
not depreciated

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.

Page 22

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.18

Stocks

Items held in stock represent work in progress, comprising of materials obtained to be used in delivery of the principal activities of the group. Work in progress is valued at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.19

Cash and cash equivalents

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.

  
2.20

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 
2.21

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.22

Provisions for liabilities

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 profit or loss.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the group’s accounting policies, judgements, estimates and assumptions are made about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision only affects that period, or in the period of the revision and future periods where the revision affects both current and future periods.


 
Page 23

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.Judgements in applying accounting policies (continued)

In preparing these financial statements, the directors have made the following key judgements:

Revenue recognition

The group recognises revenue over time using the percentage of completion method, based on costs incurred to date as a proportion of total expected costs. This requires management to apply judgement in estimating and monitoring total contract costs to assess reliably the progress of each project. The group has robust systems for cost estimation, forecasting, and revenue and cost reporting. These processes, combined with the expertise of project managers, support the determination of an appropriate percentage of completion. Management take a prudent view when recognising revenue on part completed projects. While estimates are an inherent part of this assessment, actual outcomes may differ from those initially anticipated.

Development expenditure

Development costs are capitalised in accordance with the group’s accounting policy. The decision to capitalise development expenditure is based on management’s judgement that technical and commercial feasibility has been determined, typically when a project reaches a defined milestone within the group’s project management framework. In assessing the amounts to be capitalised, management makes assumptions regarding the future economic benefits of the assets, including expected revenue generation, applicable discount rates, and the useful economic life of the development.

Amortisation of goodwill

The group completed two acquisitions during the year, resulting in the recognition of goodwill. The determination of the amortisation period and policy applied to this goodwill requires significant management judgement, reflecting assessments of the expected pattern of economic benefits. Judgement is also required when considering whether any purchased assets are impaired. The group's management team have the expertise to consider relevant factors when exercising judgement in this area.

Page 24

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


As restated
2025
2024
£
£

Open Constellation
35,264,308
22,037,413

Open Orbit
8,781,343
5,877,047

Data Cosmos
1,026,481
772,855

IoT
840,391
-

45,912,523
28,687,315


Analysis of turnover by country of destination:

As restated
2025
2024
£
£

United Kingdom
12,323,153
5,816,004

Rest of Europe
33,459,901
22,574,571

Rest of the world
129,469
296,740

45,912,523
28,687,315



5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Foreign exchange differences
(22,694)
257,578

Operating lease charges
777,082
311,327

Audit fees payable to the group's auditor
107,500
55,000

Non-audit fees payable to the group's auditor
28,500
8,500

Amortisation of intangible fixed assets
971,006
625,012

Depreciation of tangible fixed assets
1,037,202
530,272

Defined contribution pension costs
126,519
39,981

Page 25

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Wages and salaries
7,827,146
2,836,930
4,141,127
1,805,185

Social security costs
1,261,583
476,765
428,088
187,254

Cost of defined contribution scheme
112,924
39,981
112,924
39,981

9,201,653
3,353,676
4,682,139
2,032,420


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Employees
164
107
65
58


7.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
810,885
400,000

Group contributions to defined contribution pension schemes
9,246
5,283

820,131
405,283


During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £248,701 (2024 - £190,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £3,082 (2024 - £1,761).

The total accrued pension provision of the highest paid director at 31 December 2025 amounted to £NIL (2024 - £NIL).


8.


Interest receivable

2025
2024
£
£


Other interest receivable
449,265
704,291

Page 26

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Interest payable and similar expenses

2025
2024
£
£


Other loan interest payable
913,701
360,071


10.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
(504,408)
(186,432)


(504,408)
(186,432)

Foreign tax


Foreign tax on income for the year
733,494
734,122

733,494
734,122

Total current tax
229,086
547,690

Deferred tax


Origination and reversal of timing differences
23,942
2,001,810

Total deferred tax
23,942
2,001,810


Tax on profit
253,028
2,549,500
Page 27

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

As restated
2025
2024
£
£


Profit on ordinary activities before tax
5,197,052
13,271,171


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
1,299,263
3,317,793

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
735,322
388,317

Capital allowances for year in excess of depreciation
(1,090,942)
(1,416,810)

Short-term timing difference leading to an increase (decrease) in taxation
(201,213)
(242,866)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(513,344)
(464,969)

Tax deduction arising from exercise of employee options
-
31,062

Unrelieved tax losses carried forward
-
(36,552)

Other tax charge (relief) on exceptional items
-
(1,028,285)

Other differences leading to an increase (decrease) in the tax charge
23,942
2,001,810

Total tax charge for the year
253,028
2,549,500


Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 28

 

 
OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025


11.


Intangible assets


Group






Patents
Development expenditure
Goodwill
Total

£
£
£
£



Cost


At 1 January 2025
169,687
10,645,170
-
10,814,857


Additions
22,555
1,477,548
-
1,500,103


On acquisition of subsidiaries
203
813,497
1,313,458
2,127,158



At 31 December 2025

192,445
12,936,215
1,313,458
14,442,118



Amortisation


At 1 January 2025
51,259
1,897,452
-
1,948,711


Charge for the year
18,846
894,009
145,657
1,058,512



At 31 December 2025

70,105
2,791,461
145,657
3,007,223



Net book value



At 31 December 2025
122,340
10,144,754
1,167,801
11,434,895



At 31 December 2024
118,428
8,747,718
-
8,866,146



Page 29


 

 
OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
           11.Intangible assets (continued)


Company





Patents
Development expenditure
Total

£
£
£



Cost


At 1 January 2025
135,007
8,554,198
8,689,205


Additions
22,337
1,121,513
1,143,850



At 31 December 2025

157,344
9,675,711
9,833,055



Amortisation


At 1 January 2025
47,081
1,547,836
1,594,917


Charge for the year
15,152
812,851
828,003



At 31 December 2025

62,233
2,360,687
2,422,920



Net book value



At 31 December 2025
95,111
7,315,024
7,410,135



At 31 December 2024
87,926
7,006,362
7,094,288

Page 30


 

 
OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025


12.


Tangible fixed assets


Group



Leasehold improvements
Satellites
Assets under construction
Office equipment
Computer equipment
Lab equipment
Total

£
£
£
£
£
£
£



Cost or valuation


At 1 January 2025
149,708
2,231,003
12,293,291
23,325
291,370
297,599
15,286,296


Additions
2,911,700
-
20,545,595
31,219
221,954
317,571
24,028,039


Acquisition of subsidiary
-
-
-
17,333
9,773
-
27,106


Disposals
-
(1,066,731)
(49,350)
-
(1,731)
-
(1,117,812)


Transfers between classes
-
2,479,851
(2,479,851)
-
-
-
-


Exchange adjustments
4,809
3,884
-
88
5,864
2,623
17,268



At 31 December 2025

3,066,217
3,648,007
30,309,685
71,965
527,230
617,793
38,240,897



Depreciation


At 1 January 2025
6,244
515,537
-
15,890
141,370
104,128
783,169


Charge for the year
22,998
1,213,187
-
45,068
164,402
94,921
1,540,576


Disposals
-
(503,733)
-
-
-
-
(503,733)


Exchange adjustments
268
13,718
-
36
(1,147)
172
13,047



At 31 December 2025

29,510
1,238,709
-
60,994
304,625
199,221
1,833,059



Net book value



At 31 December 2025
3,036,707
2,409,298
30,309,685
10,971
222,605
418,572
36,407,838
Page 31


 

 
OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

           12.Tangible fixed assets (continued)




At 31 December 2024
143,464
1,715,466
12,293,291
7,435
150,000
193,471
14,503,127

Page 32


 

 
OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

           12.Tangible fixed assets (continued)



Company







Leasehold improvements
Satellites
Assets under construction
Office equipment
Computer equipment
Other fixed assets
Total

£
£
£
£
£
£
£

Cost or valuation


At 1 January 2025
-
1,607,403
8,564,138
18,752
179,311
244,667
10,614,271


Additions
2,696,938
-
7,595,141
-
65,316
66,845
10,424,240


Disposals
-
(1,066,731)
-
-
(1,731)
-
(1,068,462)


Transfers between classes
-
2,479,851
(2,479,851)
-
-
-
-



At 31 December 2025

2,696,938
3,020,523
13,679,428
18,752
242,896
311,512
19,970,049



Depreciation


At 1 January 2025
-
230,677
-
14,182
119,914
100,688
465,461


Charge for the year
-
1,004,026
-
4,070
45,753
45,310
1,099,159


Disposals
-
(503,733)
-
-
-
-
(503,733)



At 31 December 2025

-
730,970
-
18,252
165,667
145,998
1,060,887



Net book value



At 31 December 2025
2,696,938
2,289,553
13,679,428
500
77,229
165,514
18,909,162



At 31 December 2024
-
1,376,726
8,564,138
4,570
59,397
143,979
10,148,810
Page 33


 

 
OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

           12.Tangible fixed assets (continued)


Page 34
 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

           12.Tangible fixed assets (continued)







13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025 (as restated)
2,915,870


Additions
975,675



At 31 December 2025
3,891,545





Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Open Cosmos Europe SL
Calle Alcala 75, Piso 2
28009, Madrid, España
Ordinary
100%
SAS Open Cosmos France
3 Rue Tarfaya, B612 31402 Toulouse, Cedex 4, France
Ordinary
100%
Open Cosmos Atlantic, Unipessoal Lda.
R. Dr Júlio de Matos, 828, Sala 18/19/11B 4200-355 Porto, Portugal
Ordinary
100%
Open Cosmos Aegean Single Member P.C.
6 Kolomvou Street 15351, Pallini, Attica, Greece
Ordinary
100%
Open Cosmos Canarias SLU*
Calle Rectora Ma. Luisa Tejedor Salguero, Parque Urbano Las Mantecas Oficina 1 Edificio lactec, 38320, San Cristobal de La Laguna, Santa Cruz de Tenerife, Spain
Ordinary
100%
UTE Open Cosmos**
Calle Maracaibo, Num 1, Puerta 408030 Barcelona, Spain
Ordinary
100%
Page 35

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

SUR Emprendimientos Tecnológicos SRL***
Av. Eduardo Madero 942 Piso 25
Ciudad Autónoma de Buenos Aires, Argentina
Ordinary
100%
Simplyconnected Lda.*
IPN, Edifício C, Rua Pedro Nunes,
3030-199, Coimbra, Portugal
Ordinary
100%
Mountain Ridge AG
ALPS TRUST AG Dr. Grass-Strasse 12
9490 Vaduz, Liechtenstein
Ordinary
  100%
ConnectedCosmos Europe SLU
Calle Santiago 5, 3º Izq. 38002
Santa Cruz de Tenerife, Spain
Ordinary
  100%
Open Cosmos Emarat Limited
FD - First Floor, Incubator Building
Masdar City, Abu Dhabi
United Arab Emirates
Ordinary
100%
Open Cosmos Japan, GK
8F-34, ACN Nihonbashi Koamicho Building, 11-5 Nihonbashi Koamicho, Chuo-ku, Tokyo
Ordinary
100%

* Held 100% indirectly by Open Cosmos Europe SL
** Held 50% indirectly by Open Cosmos Europe SL and 50% directly by Open Cosmos Ltd
***Held 95% indirectly by Open Cosmos Europe SL and 5% directly by Open Cosmos Ltd

All trading businesses are principally engaged in the design, development, launch and operation of satellites as well as providing data and services through a platform.

During the year, four new group entities were incorporated, being Open Cosmos Emarat Limited, Mountain Ridge AG, Open Cosmos Japan GK and ConnectedCosmos Europe S.L.U. 

During the year, two subsidiaries were acquired, being Simplyconnected, LDA and Sur Emprendimientos Tecnológicos S.R.L.

Page 36

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Debtors

Group

Group
As restated
Company
Company
As restated
2025
2024
2025
2024
£
£
£
£



Trade debtors
20,100,334
1,640,544
14,176,711
826,559

Amounts owed by group companies
-
-
7,752,501
3,188,196

Other debtors
4,604,107
1,632,566
577,044
253,981

Prepayments and accrued income
12,364,528
6,268,972
6,428,170
868,920

Amounts recoverable on long-term contracts
-
247,494
-
247,494

Tax recoverable
759,848
206,031
700,598
187,254

37,828,817
9,995,607
29,635,024
5,572,404


Amounts due from group undertakings bear interest at a rate of 4.75%, have no fixed repayment date and are repayable on demand.


15.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2025
2024
2025
2024
£
£
£
£

Other loans
2,318,702
1,256,502
2,318,702
1,256,502

Trade creditors
10,788,587
3,831,635
4,596,561
1,085,433

Amounts owed to group undertakings
-
-
3,444,897
44,074

Corporation tax
1,488,722
709,394
-
-

Other taxation and social security
484,744
354,991
155,217
174,829

Other creditors
55,922
3,470
12,036
2

Accruals and deferred income
33,312,884
24,610,744
12,618,371
4,659,819

48,449,561
30,766,736
23,145,784
7,220,659


Details of other loans have been disclosed in note 17.


16.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Other loans
52,441,859
1,649,924
52,441,859
1,649,924

52,441,859
1,649,924
52,441,859
1,649,924


Details of other loans have been disclosed in note 17.

Page 37

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Amounts falling due within one year

Other loans
2,318,702
1,256,502
2,318,702
1,256,502

2,318,702
1,256,502
2,318,702
1,256,502

Amounts falling due 1-2 years

Other loans
6,211,336
1,262,720
6,211,336
1,262,720


6,211,336
1,262,720
6,211,336
1,262,720

Amounts falling due 2-5 years

Other loans
46,230,523
387,204
46,230,523
387,204


46,230,523
387,204
46,230,523
387,204


54,760,561
2,906,426
54,760,561
2,906,426


Other loans are secured against all assets of the company. Interest is fixed between 5% - 10%.

In connection with the refinancing of its secured loan facility, the Company has issued warrants to the lenders (or their nominees) granting the option to subscribe for shares in Open Cosmos Ltd. Any value arising under the warrants is contingent on a future exit or liquidity event, and no obligation exists for the Company to deliver cash. No amount has been recognised in equity as the warrants were assessed as having no material fair value at inception.


18.


Deferred taxation


Group



2025


£






At beginning of year
(2,799,364)


Charged to profit or loss
(23,942)



At end of year
(2,823,306)

Page 38

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
18.Deferred taxation (continued)

Company


2025


£






At beginning of year
(2,799,364)


Charged to profit or loss
(23,942)



At end of year
(2,823,306)

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Fixed assets timing differences
(4,137,638)
(3,718,877)
(4,137,638)
(3,718,877)

Short term timing difference
-
35,028
-
35,028

Losses and other deductions
1,314,332
884,485
1,314,332
884,485

(2,823,306)
(2,799,364)
(2,823,306)
(2,799,364)


19.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



102,327 (2024 - 109,000) Ordinary shares of £0.001 each
102
109
17,046 (2024 - 17,046) Seed preferred shares  of £0.001 each
17
17
19,299 (2024 - 19,299) Series A preferred shares  of £0.001 each
19
19
76,302 (2024 - 76,302) Series B preferred shares  of £0.001 each
76
76

214

221

6,561 Ordinary shares of £0.001 each were repurchased and cancelled during the year.

All classes of shares have full voting rights, dividend rights, and rights to participate in distributions on winding up. None of the shares are redeemable.

On a liquidation or return of capital, after payment of liabilities and £1 to the holders of any deferred shares, the Company’s surplus assets are applied in the following order of priority: First, to the holders of Series B Preferred Shares; Second, to the holders of Series A Preferred Shares; Third, to the holders of Seed Preferred Shares; and Lastly, to the holders of Ordinary Shares.

Each Preferred Shareholder is entitled to receive the higher of their specified Preference Amount or the amount they would have received had their shares converted into Ordinary Shares immediately prior to the liquidation event.


Page 39

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Reserves

Share premium account

Share premium represents the subscription price paid for shares in cash or equivalent in excess of nominal value. Any transaction costs associated with the issuing of shares are deducted from share premium. 

Capital redemption reserve

The capital redemption reserve represents the buyback of the company's own shares.

Foreign exchange reserve

The foreign exchange reserve comprises the exchange differences occurring on consolidation when translating a subsidiary entity's statutory figures.

Other reserves

This comprises the equity settled share-based payment reserve which represents the value of equity settled share based payments provided to employees, as part of their remuneration.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

21.


Analysis of net funds






At 1 January 2025
Cash flows
Acquisition and disposal of subsidiaries
Other non-cash changes
At 31 December 2025
£

£

£

£

£

Cash at bank and in hand

45,856,169

20,151,627

68,582

-

66,076,378

Debt due after 1 year

(1,649,924)

(50,139,167)

-

(652,768)

(52,441,859)

Debt due within 1 year

(1,256,502)

(76,950)

(985,250)

-

(2,318,702)


42,949,743
(30,064,490)
(916,668)
(652,768)
11,315,817


22.


Share-based payments

The total expense recognised during the year in respect of share-based payments was £419,205 (2024: £124,386). At the reporting date, 10,447 (2024: 188) options were exercisable  

Page 40

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

23.
 

Business combinations

On 30 June 2025, Open Cosmos Europe SL acquired 100% of the issued shares of SimplyConnected LDA, a company incorporated in Portugal.

On 5 March 2025, Open Cosmos Europe SL acquired 95% and Open Cosmos Limited acquired 5% of the issued shares of Sur Emprendimientos Technologicos SRL, a company incorporated in Argentina.

Acquisition of SimplyConnected LDA

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
9,773
-
9,773

Intangible
537,652
(275,299)
262,353

547,425
(275,299)
272,126

Current Assets

Debtors
510,268
(12,550)
497,718

Cash at bank and in hand
992,921
-
992,921

Total Assets
2,050,614
(287,849)
1,762,765

Creditors

Due within one year
(929,083)
778,156
(150,927)

Due after more than one year
(1,697,808)
-
(1,697,808)

Total Identifiable net liabilities
(576,277)
490,307
(85,970)


Goodwill
1,027,241

Total purchase consideration
941,271

Consideration

£


Cash
827,616

Contingent consideration
91,957

Directly attributable costs
21,698

Total purchase consideration
941,271

Page 41

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

23.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
919,573

Directly attributable costs
21,698

941,271

Less: Cash and cash equivalents acquired
(992,921)

Net cash inflow on acquisition
(51,650)

Acquisition of Sur Emprendimientos Technologicos SRL

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
17,333
-
17,333

Intangible
1,102,692
(1,102,692)
-

1,120,025
(1,102,692)
17,333

Current Assets

Cash at bank and in hand
56,410
-
56,410

Total Assets
1,176,435
(1,102,692)
73,743

Creditors

Due within one year
(140,469)
-
(140,469)

Due after more than one year
(19,772)
-
(19,772)

Total Identifiable net assets/(liabilities)
1,016,194
(1,102,692)
(86,498)


Goodwill
286,217

Total purchase consideration
199,719

Consideration

£


Debt instruments
160,241

Directly attributable costs
39,478

Total purchase consideration
199,719

Page 42

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

23.Business combinations (continued)

Cash outflow on acquisition

£


Directly attributable costs
39,478

39,478

Less: Cash and cash equivalents acquired
(56,410)

Net cash inflow on acquisition
(16,932)


24.


Prior year adjustment

Two prior year adjustments were noted;

Adjustment one:
It was identified that during 2024, revenue was overstated in relation to one project due to an error, therefore an adjustment has been made to correct the position. 

The impact of this adjustment as at 31 December 2024 is to decrease group revenue and profit for the year then ended by £920k, increase the foreign exchange reserves by £15k, and to decrease accrued income and net assets to the group by £905k.

Adjustment two;
During 2024, a capital contribution made by the company to a subsidiary of £876k was classified as an intercompany debtor in error. Therefore, an adjustment has been made to recognise this contribution as an investment in a subsidiary on the company balance sheet.

The impact of this adjustment on the company's own balance sheet as at 31 December 2024 is to increase fixed asset investments by £876k and decrease debtors due within one year by £876k. There is £nil impact to the profit and loss account or net assets.


25.


Capital commitments




At 31 December 2025 the Group and company had capital commitments as follows:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Contracted for but not provided in these financial statements
26,330,697
1,555,573
2,625,301
37,500

26,330,697
1,555,573
2,625,301
37,500

Page 43

 

OPEN COSMOS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

26.


Pension commitments

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 £126,519 (2024: £39,981). Contributions totalling £23,006 (2024: £15,590) were payable to the fund at the balance sheet date and were included within creditors. 


27.


Commitments under operating leases

At 31 December 2025 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Not later than 1 year
263,974
45,758
168,350
-

Later than 1 year and not later than 5 years
964,219
36,984
675,248
-

Later than 5 years
345,843
60,089
182,224
-

1,574,036
142,831
1,025,822
-


28.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

29.


Controlling party

There is no ultimate controlling party.

30.


Post balance events

On 16 March 2026, the company issued 4,325 ordinary shares with a nominal value of £0.001 per share, increasing the issued ordinary share capital from 102,237 to 106,652 shares.

On 23 March 2026, the group drew down £25 million under the second tranche of its venture debt facility with Claret Ventures, which was entered into on 31 December 2025.

On the same date, the group entered into a convertible loan note agreement raising total commitments of approximately £16.7 million from a consortium of institutional investors. Further subscriptions to the loan notes were made by two additional institutional investors on 1 April and 20 April, yielding an additional £1.7 million and £5 million, respectively.

In addition, on 10 April 2026, the company granted a pledge over 100% of the shares in its subsidiary, ConnectedCosmos Europe S.L.U. and a pledge over the bank account  of Open Cosmos Europe S.L. , in favour of Claret Ventures as security under the venture debt facility. An additional pledge over the bank account of was Open Cosmos Aegean Single Member P.L.C subsequently signed on 5 May 2026

These events occurred after the reporting date and have not been reflected in the financial statements for the year ended 31 December 2025.
Page 44