Company No: 09704443 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2022		2021
		£		£
Fixed assets
Intangible assets	3	4,188,876		3,395,785
Tangible assets	4	1,525,441		607,012
Investments	5	360,718		360,718
		6,075,035		4,363,515
Current assets
Debtors
- due within one year	6	2,552,569		1,160,378
- due after more than one year	6	1,142,101		290,073
Cash at bank and in hand		2,322,289		757,494
		6,016,959		2,207,945
Creditors: amounts falling due within one year	7	( 2,638,675)		( 2,086,692)
Net current assets		3,378,284		121,253
Total assets less current liabilities		9,453,319		4,484,768
Creditors: amounts falling due after more than one year	8	( 3,053,626)		0
Net assets		6,399,693		4,484,768
Capital and reserves
Called-up share capital	9	167		166
Share premium account		5,439,852		5,439,852
Other reserves		288,430		0
Profit and loss account		671,244		( 955,250 )
Total shareholders' funds		6,399,693		4,484,768

For the financial year ending 31 December 2022 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of Open Cosmos Ltd. (registered number: 09704443) were approved and authorised for issue by the Director on 29 September 2023. They were signed on its behalf by:

Rafael Jorda Siquier Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Open Cosmos Ltd. (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Electron Building Fermi Avenue, Harwell Oxford, Didcot, OX11 0QR, England, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest £.

Going concern

The directors have reviewed budgets and forecasts for a period of 12 months following the date of approval of the financial statements and are of the opinion that the financial statements are correctly prepared on the going concern basis. The company continues to hold cash reserves and has a balance sheet that allows it to continue operating, continue investing in strategic projects and the company has working capital on hand to complete ongoing sales cycles and deliver contracts as they are secured.
Additionally, the company has access to a venture debt facility and post year end has successfully closed a series B growth capital round to further accelerate market access, innovation and expansion.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Share-based payment

The Company issues equity-settled share options to certain employees within the Company. Equity-settled share based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured by use of the appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of the Black-Scholes model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Development costs	5 years straight line
Trademarks, patents and licences	10 years straight line

Trademarks, patents and licences

Capitalised patents costs are included at cost and amortised in equal annual instalments over a period of 10 years which is their estimated useful economic life. Provision is made for any impairment.

Other intangible assets

Capitalised Development costs are included at cost and amortised in equal annual instalments over a period of 5 years which is their estimated useful economic life. Provision is made for any impairment. The amortisation period will begin once the asset is available for use and will be carried just at cost until that point.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a [straight-line/reducing balance] basis over its expected useful life, as follows:

Plant and machinery	3 years straight line
Office equipment	3 years straight line
Computer equipment	3 years straight line
Other property, plant and equipment	5 years straight line

Plant and machinery relates to Satellite CIP (no depreciation is applied for satellites under construction), and Satellites which are depreciated over their useful 3 year life period.
Other property, plant and equipment relates to Laboratory Equipment.

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a 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 Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Investments
Investments in non-convertible preference shares and non-puttable ordinary or preference shares (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through the Statement of Income and Retained Earnings. Where fair value cannot be measured reliably, investments are measured at cost less impairment.

Loans and borrowings
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

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 reliable measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives.

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.

Defined Pension Contribution Pension Plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

2. Employees

	2022		2021
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	38		35

3. Intangible assets

	Development costs		Trademarks, patents and licences		Total
	£		£		£
Cost
At 01 January 2022	3,777,921		60,693		3,838,614
Additions	1,080,250		39,104		1,119,354
At 31 December 2022	4,858,171		99,797		4,957,968
Accumulated amortisation
At 01 January 2022	429,638		13,191		442,829
Charge for the financial year	317,573		8,690		326,263
At 31 December 2022	747,211		21,881		769,092
Net book value
At 31 December 2022	4,110,960		77,916		4,188,876
At 31 December 2021	3,348,283		47,502		3,395,785

4. Tangible assets

	Plant and machinery		Office equipment		Computer equipment		Other property, plant and equipment		Total
	£		£		£		£		£
Cost
At 01 January 2022	573,662		5,854		78,403		85,525		743,444
Additions	950,544		735		14,919		10,895		977,093
At 31 December 2022	1,524,206		6,589		93,322		96,420		1,720,537
Accumulated depreciation
At 01 January 2022	25,912		1,583		73,666		35,271		136,432
Charge for the financial year	34,550		1,822		3,828		18,464		58,664
At 31 December 2022	60,462		3,405		77,494		53,735		195,096
Net book value
At 31 December 2022	1,463,744		3,184		15,828		42,685		1,525,441
At 31 December 2021	547,750		4,271		4,737		50,254		607,012

5. Fixed asset investments

Investments in subsidiaries

	2022
	£
Cost
At 01 January 2022	360,718
At 31 December 2022	360,718
Carrying value at 31 December 2022	360,718
Carrying value at 31 December 2021	360,718

6. Debtors

	2022		2021
	£		£
Debtors: amounts falling due within one year
Trade debtors	1,903,412		803,657
Corporation tax	253,981		0
Other debtors	395,176		356,721
	2,552,569		1,160,378
Debtors: amounts falling due after more than one year
Amounts owed by Group undertakings	1,142,101		290,073

7. Creditors: amounts falling due within one year

	2022		2021
	£		£
Trade creditors	177,800		258,233
Amounts owed to directors	423		536
Other loans	49,598		0
Accruals and deferred income	1,806,776		1,411,435
Other taxation and social security	49,350		33,260
Other creditors	554,728		383,228
	2,638,675		2,086,692

8. Creditors: amounts falling due after more than one year

	2022		2021
	£		£
Other loans (secured £ 10,000,000)	3,053,626		0

This relate to a maximum cash advance facility totalling £10,000,000 to be advanced in line with drawdown conditions. After an initial interest only period of 18 months, the period of repayment is 3 years. Interest is at a rate of 10% per annum.

The loan is secured on the whole or any part of the property, assets and undertakings from time to time mortgaged, charged assigned or otherwise secured to the lender under the Security Documents.

9. Called-up share capital

	2022		2021
	£		£
Allotted, called-up and fully-paid
25,520 A Ordinary shares of £ 0.001 each	25.52		25.52
32,010 A1 Ordinary shares of £ 0.001 each	32.01		32.01
108,606 Ordinary shares of £ 0.001 each (2021: 108,310 shares of £ 0.001 each)	108.62		108.31
	166.15		165.84

During the year there were the equivalent of 296 Ordinary shares issued with a nominal value of £0.001

10. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	2022		2021
	£		£
- within one year	36,417		82,287

Operating leases relate to the rental and self storage.

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

	2022		2021
	£		£
Unpaid contributions due to the fund (inc. in other creditors)	144		6,985

11. Related party transactions

Transactions with the entity's directors

	2022		2021
	£		£
Amounts due to Directors of the company shown in Other Creditors	423		536