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Registered number: 10832255
ODORAM LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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ODORAM LIMITED
COMPANY INFORMATION
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Mr C Rojahn (resigned 30 April 2024)
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Accountants & Statutory Auditors
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ODORAM LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Profit or Loss
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Statement of Changes in Equity
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Notes to the Financial Statements
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Detailed Profit and Loss Account and Summaries
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ODORAM LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic report and financial statements for the period ended 31 December 2024. Odoram Limited was formed on 22 June 2017 under the laws of England and Wales.
Odoram Limited acts as a holding company necessary for the efficient operation of Bluegem II LP (The Fund).
In January 2024, Odoram Limited reached an agreement to sell 100% of Dr. Vranjes Firenze to L’OCCITANE Group at a satisfying valuation of ~€122 million for the Bluegem Perimeter (excluding retail stores outside of Bluegem ownership), implying a 11.3x EBITDA multiple. The deal was closed in March 2024.
No further investments were held in Odoram Limited at 31 December 2024.
Principal risks and uncertainties
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Credit risk - losses could be incurred due to declines in the creditworthiness of the entities in which the Company invests; this is dependent upon the capital structure robustness and the default probability of the investee companies. This is one of the most important risks that the Directors monitor, and we do so on a company-by company basis. For each, we receive and review monthly management numbers, including an income statement, balance sheet and a cash flow statement. We also spend time developing new, and maintain existing, relationships with funding providers to make sure that the portfolio companies have adequate access to funding at the required levels and appropriate costs.
Liquidity risk - the illiquidity of private equity partnership interests exposes investors to asset liquidity risk associated with selling conditions in the secondary market at a discount on the reported net asset value and the unpredictable timing of cash flows. In order to mitigate this risk, the Directors monitor the status and the development of the market on a recurring and consistent basis, with the objective of being ready when a window of opportunity for sale materialises.
Market (and Capital) risk - Private Equity investments can be affected by numerous factors, including (but not limited to) the equity market exposure, interest rates and foreign exchanges, correlations and event risk. This is a macro risk that we monitor on an ongoing basis by speaking with analysts, reviewing research and analysing data.
Operational risk - relates to risk associated with and supporting the operating environment of the subsidiaries.
Foreign exchange - Dr. Vranjes Firenze is exposed to FX fluctuations given exports outside the Euro area. Its cost base is mainly Euro-based and significant movements in FX rates could negatively affect profitability.
Reputational risk - There is a risk of adverse effects being claimed by, or caused to, someone using Dr. Vranjes Firenze products or that the products do not comply with the claims that they make. This could lead to reputational damage to the company.
Financial key performance indicators
As Odoram Limited does not trade, the only indicator on its performance is the maintained value of its investments.
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ODORAM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Company
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Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of The Company for the benefit of its members as a whole.
In doing this Section 172 requires a director to have regard, amongst other matters, to the:
• Likely consequences of any decisions in the long-term;
• Interests of the company’s employees;
• Need to foster the company’s business relationships with suppliers, customers and others;
• Impact of the company’s operations on the community and environment;
• Desirability of the company maintaining a reputation for high standards of business conduct; and
• Need to act fairly as between members of the company.
In discharging our Section 172 duties we have regard to the matters set out above. We also have regard to other factors which we consider relevant to the decision being made. Those factors, for example, include the interests and our relationship to our subsidiaries. By considering the Company’s purpose, vision and values together with its strategic priorities and having a process in place for decision making, we do, however, aim to make sure that our decisions are consistent and predictable.
The directors are in regular communication with subsidiaries and parent Companies along with other stakeholders. Structured engagement and opportunities for feedback also take place, for example, via regular business updates, which allow key stakeholders to exchange information and ask questions.
This combination of engagements with stakeholders allows us to understand the nature of the stakeholders’ concerns and to comply with our Section 172 duty to promote the success of the Company.
This report was approved by the board and signed on its behalf.
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Mr N Jones
Director
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ODORAM LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements, in accordance with applicable law.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
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 of the profit or loss of the Company for that period. In preparing the financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The profit for the year, after taxation, amounted to €49,795,544 (2023 - loss €1,870,540).
During the year a dividend was proposed and paid of €49,349,981 (2023 - €NIL).
The directors who served during the year were:
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Mr C Rojahn (resigned 30 April 2024)
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Greenhouse gas emissions, energy consumption and energy efficiency action
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The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
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ODORAM LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are 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's auditors are aware of that information.
There have been no significant events affecting the Company since the year end.
The auditors, Wellers, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Mr N Jones
Director
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ODORAM LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ODORAM LIMITED
We have audited the financial statements of Odoram Limited for the year ended 31 December 2024 which comprise the Statement of Profit or Loss, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of material accounting policies set out on pages 15 - 17. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards .
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended;
∙have been properly prepared in accordance with UK-adopted international accounting standards ; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company 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.
Emphasis of matter - non-going concern basis of accounting
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We draw attention to note 3.1 on page 14 of the financial statements concerning the Company's use of the non-
going concern basis of accounting.
As described on page 14, the Company disposed of its subsidiary during the year and the Director has
concluded that it is no longer appropriate to prepare the financial statements on a going concern basis.
Our opinion is not modified in respect of this matter.
The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.
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ODORAM LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ODORAM LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement on page 3, 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 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 Company or to cease operations, or have no realistic alternative but to do so.
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ODORAM LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ODORAM LIMITED (CONTINUED)
Auditors' 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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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:
Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law and tax legislation.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
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 auditors' report.
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ODORAM LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ODORAM LIMITED (CONTINUED)
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 2006. Our 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 Auditors' 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.
Ross Andrews (Senior Statutory Auditor)
for and on behalf of
Wellers
Accountants
Statutory Auditors
3rd Floor
The Coade
98 Vauxhall Walk
London
SE11 5EL
17 December 2025
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ODORAM LIMITED
STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Profit/(loss) from operations
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Profit/(loss) for the year
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The notes on pages 15 to 20 form part of these financial statements.
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There was no other comprehensive income during the year and previous year.
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ODORAM LIMITED
REGISTERED NUMBER: 10832255
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Trade and other receivables
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Non-current assets classified as held for sale
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Creditors: amounts falling due within the year
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Capital contribution reserve
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ODORAM LIMITED
REGISTERED NUMBER: 10832255
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements on pages 9 to 20 were approved and authorised for issue by the board of directors and were signed on its behalf by:
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Mr N Jones
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The notes on pages 15 to 20 form part of these financial statements.
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ODORAM LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital contribution reserves
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Total profit for the year
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Transfer to retained earnings
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Transfers between other reserves
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The notes on pages 15 to 20 form part of these financial statements.
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ODORAM LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Profit/(loss) for the year
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Profit on disposal of investment
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Movements in working capital:
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(Decrease)/Increase in trade and other payables
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Cash generated from operations
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Net cash (used in)/from operating activities
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Cash flows from investing activities
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Net cash from investing activities
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Cash flows from financing activities
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(Decrease)/increase in amounts owed to groups
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 15 to 20 form part of these financial statements.
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ODORAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Odoram Limited (the 'Company') is a limited company incorporated in England.
The Company's registered office is at 5th Floor Eagle House, 108-110 Jermyn Street, London, SW1Y 6EE. The Company's principal activity is that of a holding company.
The Company's registered number is 10832255.
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs).
Details of the Company's accounting policies, including changes during the year, are included in note 3.
In preparing the financial statements, a rounding difference of €5 has been used, in accordance with Company policy and in line with the previous year.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 5.
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New or revised standards or interpretations
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At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB or IFRIC. None of these Standards or amendments to existing Standards have been adopted early by the Company and no Interpretations have been issued that are applicable and need to be taken into consideration by the Company at either reporting date.
The directors anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the financial statements.
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ODORAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
4.Accounting policies
Following the sale of the Company's only investment in March 2024, the directors have concluded that the Company will not actively pursue any activity in the foreseeable future. Accordingly, these financial statements have been prepared on a break-up basis. Assets have been stated at their estimated realisable values and liabilities at their expected settlement amounts although this has not resulted in a material change to the respective reported values. The comparative figures are presented on a going concern basis.
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Non-current assets held for sale
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Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
When the Company is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Company will retain a non-controlling interest in its former subsidiary after the sale.
When the Company is committed to a sale plan involving disposal of an investment, or a portion of an investment, in an associate or joint venture, the investment or the portion of the investment that will be disposed of is classified as held for sale when the criteria described above are met, and the Company discontinues the use of the equity method in relation to the portion that is classified a held for sale. Any retained portion of an investment in an associate or a joint venture that has not been classified as held for sale continues to be accounted for using the equity method. The Company discontinues the use of the equity method at the time of disposal when the disposal results in the Company losing significant influence over the associate or joint venture.
After the disposal takes place, the Company accounts for any retained interest in the associate or joint venture in accordance with IAS 39 unless the retained interest continues to be an associate or a joint venture, in which case the Company uses the equity method (see the accounting policy regarding investments in associates or joint ventures above).
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
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Cash and cash equivalents
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Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
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ODORAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
4.Accounting policies (continued)
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Financial instruments are recognised when an entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Basic financial assets
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
(i) Cash and cash equivalents - cash is represented by cash in hand and on demand deposits less overdrafts. Cash equivalents represents deposits held with financial institutions repayable without penalty on notice of not more than 24 hours.
(ii) Other receivables - Other receivables are recognised and carried at the original transaction value. A provision for impairment is established where there is evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables concerned. Other receivables consist entirely of amounts held in Escrow in relation to the sale of the Company's investment.
Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include other creditors, are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is
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ODORAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
4.Accounting policies (continued)
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Financial instruments (continued)
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immaterial.
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors. In the case of final dividends, this is when approved by the shareholders at the AGM.
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Functional and presentation currency
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These financial statements are presented in Euros, which is the Company's functional currency. All amounts have been rounded to the nearest Euro, unless otherwise indicated.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non- monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are
presented in the Statement of profit or loss within 'finance income or costs'. All other
foreign exchange gains and losses are presented in profit or loss within 'other operating income'..
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Accounting estimates and judgments
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The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
Key sources of estimation uncertainty
The directors will consider annually whether any impairment is required relating to the impairment in the
company investment. Any factor which suggests that there is an impairment will also trigger a review by
management to consider recoverability.
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ODORAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Profit on disposal of fixed asset investments
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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The directors paid a dividend of €49,349,981 (2023: €NIL).
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The monthly average number of persons, including the directors, employed by the Company during the year was as follows:
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ODORAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Trade and other receivables
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Total current trade and other receivables
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Payables to related parties
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Total current liabilities
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Assets and liabilities classified as held for sale
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(i) Assets and liabilities held for sale
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During the financial year, the Company disposed of its entire investment in its subsidiary, Dr Vranjes Firenze S.p.A.
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ODORAM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Ordinary shares of €0.01 each
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At 1 January and 31 December
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The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. The shares are not redeemable.
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Related party transactions
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Included within creditors is a loan of €NIL (2023: €20,871,655) owed to a company under common control.
During the year €20,520 (2023: €Nil) was invoiced for administrative services by a company under common control.
During the year an arrangement fee of €662,500 (2023: €Nil) was paid in relation to the repayment of a loan owed to a company under common control.
Interest in the profit and loss of €360,916 (2023: €1,598,301) relates to interest charged to the point of repayment on the intercompany loans.
The immediate parent undertaking is Nidoram Limited.
It is the opinion of the Directors that there is no ultimate controlling party.
As part of the disposal of the company’s investment in Dr Vranjes Firenze S.p.A, the company entered into a sale agreement under which certain warranties and indemnities were given to the purchaser. These warranties relate primarily to the accuracy of financial and tax information and general compliance matters.
At the balance sheet date, no provision has been recognised in respect of these warranties. This is because, in the opinion of the director, the likelihood of a liability crystallising is not considered probable,
and therefore the recognition criteria under IAS 37 (Provisions and Contingencies) have not been met.
The warranties remain in place for a period of two years from the date of disposal. The maximum potential exposure under the agreement cannot be reliably quantified and the directors do not expect any material liabilities to arise.
The company has made a negative pledge to discharge secured liabilities of its subsidiaries, in the event of default, that subsist in Dr Vranjes Firenze S.p.A. The pledge is secured by way of fixed and floating charge over the company's assets.
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