Company registration number 12725362 (England and Wales)
ODEY HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 5 APRIL 2025
ODEY HOLDINGS LIMITED
COMPANY INFORMATION
Director
Mr Robin Crispin William Odey
Company number
12725362
Registered office
6 Swan Walk
London
England
SW3 4JJ
Auditor
MMBA London Ltd
16 Upper Woburn Place
London
WC1H 0AF
ODEY HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Group profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 29
ODEY HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 5 APRIL 2025
- 1 -

The director presents the strategic report for the year ended 5 April 2025.

Business Review

The principal activity of the Parent entity is that of a holding company.

The results for the year are presented in the consolidated statement of income, as set out on page 8. The director considers that the Group has delivered a strong performance, reporting a profit before tax for the year ended 5 April 2025 of £3.9m (2024: loss of £1.8m).

The profit was primarily attributable to the reversal of a provision made in prior years associated with national insurance on salaried partner's remuneration in subsidiary Odey Asset Management LLP.

On 19 June 2024, Odey Wealth Management (CI) Ltd was placed into liquidation; and on 10 October 2024, Odey Wealth Management (UK) Ltd was also placed into liquidation.

Given the post-restructuring status of the business, the director is of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.

Principal Risks and Uncertainties

The Group's shareholder capital and reserves as at 5 April 2025 amounted to £30.2m (2024: £29.4m). The director is of the view that this represents sufficient reserves for the Group to meet its on-going business requirements.

The director believes that the Group is well placed to manage it ongoing business risks successfully.

Promoting the success of the company

Directors are required under section 172(1) of the Companies Act 2006 to act in a way they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole, and in doing so have regard, amongst other matters, to:

- the likely consequences of any decision in the long-term;

- the interests of the company's employees;

- the need to foster the company's business relationships with suppliers, customers and others;

- the impact of the company's operations on the community and the environment;

- the desirability of the company maintaining a reputation for high standards of business conduct; and

- the need to act fairly as between members of the company.

The Group's day-to-day management of its business and affairs is conducted by the sole director acting with external advisers to deliver the Group's strategy.

In fulfilling its purpose, the director and advisers shall give due consideration to balancing the interests of various stakeholders, employees, partners, clients, regulators and the general public. Considering a broad range of stakeholders' interests is an important part of the way the director and the group advisers makes decisions, although in balancing differing perspectives and priorities, at times, may lead to outcomes where it is not always possible to deliver all stakeholders' desired needs.

The director and advisers consider and discuss information from across the Group to assist with understanding the impact to its operations, and the interests and views of stakeholders. It also reviews strategy, financial and operational performance, as well as information covering areas such as key risks, and legal and regulatory compliance. This information is provided to the director through reports sent in advance of each executive management meeting and through in-person presentations where appropriate.

The director focuses on reviewing the Group's policies and procedures to ensure that the Group maintains robust processes and controls in its operations and that its policies and procedures are aligned with those of the wider group.

The sole director considers that as a result of these activities, he has oversight of the Group's engagement with stakeholders, and other relevant factors, which enables him to comply with his duty pursuant to section 172 of the Companies Act 2006.

ODEY HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
- 2 -

On behalf of the board

Mr Robin Crispin William Odey
Director
6 January 2026
ODEY HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 5 APRIL 2025
- 3 -

The director presents his annual report and financial statements for the year ended 5 April 2025.

Results and dividends

The Group made a profit after tax for the year ended 5 April 2025 of £3.7m (2024: £2m loss).

Ordinary dividends were paid amounting to £1.9m (2024: £nil). The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr Robin Crispin William Odey
Financial Risk Management Objectives, Policies and Principal Risks

The director believes that the Company is well placed to manage its ongoing business risks successfully.

Going Concern

The Group's shareholder capital and reserves as at 5 April 2025 amounted to £30.2m (2024: £29.4m). The director is of the view that this represents sufficient reserves for the Group to meet its on-going business requirements.

Therefore, the director has a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements.

Accordingly, he continues to adopt the going concern basis in preparing the annual financial statements.

Future developments

The group continues to explore alternative business opportunities commensurate with the resources available.

Auditor

MMBA London Ltd t/a MMBA Accountants has indicated its willingness to be appointed as auditor and will be proposed for reappointment as the independent auditor of the Company.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

ODEY HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
- 4 -
Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr Robin Crispin William Odey
Director
6 January 2026
ODEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ODEY HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Odey Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 5 April 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The 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 the parent company's affairs as at 5 April 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 and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 director's 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 and 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 director with respect to going concern are described in the relevant sections of this report.

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 director is 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the director's report have been prepared in accordance with applicable legal requirements.

ODEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ODEY HOLDINGS LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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 director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is responsible for assessing 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

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 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.

Extent to which the audit is capable of detecting irregularities, including fraud

We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations - this responsibility lies with management with the oversight of the members'.

Based on our understanding of the company and its industry together with discussions with management and members, we identified financial reporting standards and Companies Act 2006 as having a direct effect on the amounts and disclosures in the financial statements.

As part of the engagement team discussion about how and where the partnership financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.

ODEY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ODEY HOLDINGS LIMITED
- 7 -

Our audit procedures included:

- completing a risk-assessment process during our planning for this audit that specifically considered the risk of fraud;

- enquiry of management about the partnership's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;

- examining supporting documents for all material balances, transactions and disclosures;

- review, where applicable, of minutes of meetings of the board of members';

- enquiry of management, about any litigations and claims and inspection of relevant correspondence

- analytical procedures to identify any unusual or unexpected relationships;

- specific audit testing on and review of areas that could be subject to management override of controls and

- potential bias, most notably around the key judgments and estimates;

- considering management override of controls outside of the normal operating cycles including testing the

- appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements including evaluating the business rationale of significant transactions, outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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/auditors responsibilities. This description forms part of our Auditor's report.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 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 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.

Mr Waqqas Shabir Memon, BSc, FCCA (Senior Statutory Auditor)
For and on behalf of MMBA London Ltd, Statutory Auditor
Chartered Certified Accountants
16 Upper Woburn Place
London
WC1H 0AF
6 January 2026
ODEY HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 5 APRIL 2025
- 8 -
2025
2024
Notes
£000
£000
Turnover
3
2,273
12,039
Administrative expenses
(4,640)
(15,343)
Other operating income
29
-
Reversal of provision
4
4,293
-
0
Operating profit/(loss)
5
1,955
(3,304)
Interest receivable and similar income
8
1,916
1,193
Interest payable and similar expenses
9
-
0
(16)
Amounts written off investments
10
-
341
Profit/(loss) before taxation
3,871
(1,786)
Tax on profit/(loss)
11
(214)
(254)
Profit/(loss) for the financial year
3,657
(2,040)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
ODEY HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 5 APRIL 2025
- 9 -
2025
2024
£000
£000
Profit/(loss) for the year
3,657
(2,040)
Other comprehensive income
-
-
Total comprehensive income for the year
3,657
(2,040)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
3,657
(2,036)
- Non-controlling interests
-
0
(4)
3,657
(2,040)
ODEY HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
5 APRIL 2025
05 April 2025
- 10 -
2025
2024
Notes
£000
£000
£000
£000
Fixed assets
Tangible assets
13
223
163
Investments
14
3,402
4,517
3,625
4,680
Current assets
Debtors
16
1,425
3,152
Cash at bank and in hand
26,383
31,182
27,808
34,334
Creditors: amounts falling due within one year
17
(954)
(9,338)
Net current assets
26,854
24,996
Total assets less current liabilities
30,479
29,676
Provisions for liabilities
Deferred tax liability
18
286
303
(286)
(303)
Net assets
30,193
29,373
Capital and reserves
Called up share capital
20
20,146
20,146
Other reserves
46,429
46,429
Distributable profit and loss reserves
(36,382)
(37,976)
Equity attributable to owners of the parent company
30,193
28,599
Non-controlling interests
-
0
774
Total equity
30,193
29,373
The financial statements were approved and signed by the director and authorised for issue on 6 January 2026
06 January 2026
Mr Robin Crispin William Odey
Director
Company registration number 12725362 (England and Wales)
ODEY HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 5 APRIL 2025
05 April 2025
- 11 -
2025
2024
Notes
£000
£000
£000
£000
Fixed assets
Investments
14
20,714
21,309
Current assets
Debtors
16
6,631
8,124
Creditors: amounts falling due within one year
17
(264)
(669)
Net current assets
6,367
7,455
Net assets
27,081
28,764
Capital and reserves
Called up share capital
20
20,146
20,146
Distributable profit and loss reserves
6,935
8,618
Total equity
27,081
28,764

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0.4m (2024: £2.3m loss).

The financial statements were approved and signed by the director and authorised for issue on 6 January 2026
06 January 2026
Mr Robin Crispin William Odey
Director
Company registration number 12725362 (England and Wales)
ODEY HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 5 APRIL 2025
- 12 -
Share capital
Other reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£000
£000
£000
£000
£000
£000
Balance at 6 April 2023
20,146
46,330
(35,940)
30,536
778
31,314
Year ended 5 April 2024:
Loss for the year
-
-
(2,040)
(2,040)
-
(2,040)
Other comprehensive income:
Amounts attributable to non-controlling interests
-
-
4
4
(4)
-
Total comprehensive income
-
-
(2,036)
(2,036)
(4)
(2,040)
Other movements
-
99
-
99
-
99
Balance at 5 April 2024
20,146
46,429
(37,976)
28,599
774
29,373
Year ended 5 April 2025:
Profit and total comprehensive income
-
-
3,657
3,657
-
3,657
Dividends
12
-
-
(1,892)
(1,892)
-
(1,892)
Purchase of shares in subsidiary from non-controlling interest
-
-
774
774
(774)
-
Other movements
-
-
(945)
(945)
-
(945)
Balance at 5 April 2025
20,146
46,429
(36,382)
30,193
-
0
30,193
ODEY HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 5 APRIL 2025
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£000
£000
£000
Balance at 6 April 2023
20,146
10,869
31,015
Year ended 5 April 2024:
Loss and total comprehensive income for the year
-
(2,251)
(2,251)
Balance at 5 April 2024
20,146
8,618
28,764
Year ended 5 April 2025:
Profit and total comprehensive income
-
209
209
Dividends
12
-
(1,892)
(1,892)
Balance at 5 April 2025
20,146
6,935
27,081
ODEY HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 5 APRIL 2025
- 14 -
2025
2024
Notes
£000
£000
£000
£000
Cash flows from operating activities
Cash absorbed by operations
22
(1,589)
(4,275)
Interest paid
-
0
(16)
Income taxes (paid)/refunded
(660)
381
Net cash outflow from operating activities
(2,249)
(3,910)
Investing activities
Purchase of tangible fixed assets
(101)
(17)
Proceeds from disposal of tangible fixed assets
-
157
Proceeds from disposal of subsidiaries, net of cash disposed
-
(570)
Proceeds from disposal of investments
-
(3,606)
Interest received
1,185
1,115
Dividends received
-
0
78
Other income received from investments
731
-
0
Net cash generated from/(used in) investing activities
1,815
(2,843)
Financing activities
Dividends paid to equity shareholders
(3,949)
2,057
Net cash (used in)/generated from financing activities
(3,949)
2,057
Net decrease in cash and cash equivalents
(4,383)
(4,696)
Cash and cash equivalents at beginning of year
31,182
36,138
Effect of foreign exchange rates
(416)
(260)
Cash and cash equivalents at end of year
26,383
31,182
ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 5 APRIL 2025
- 15 -
1
Accounting policies
Company information

Odey Holdings Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6 Swan Walk, London, England, SW3 4JJ.

The group consists of Odey Holdings Limited and all of its subsidiaries.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in GBP, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with FRS 102 issued by the Financial Reporting Council and the requirements of the Companies Act 2006

Odey Holdings Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemptions for the company have been taken in relation to presentation of financial instruments (section 11), intra-group transactions and remuneration of key management personnel (section 33).

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Odey Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 5 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
1
Accounting policies
(Continued)
- 16 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents trail income earned under spin-off agreements with counterparties in respect of funds previously introduced or transferred by the Group. Trail income is recognised on an accruals basis as the income is earned and when it is probable that the economic benefits will flow to the Group and the amount can be measured reliably.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Straight line basis over the shorter of the asset's useful economic life or the remaining term of the lease.
Fixtures and fittings
17% Straight line
Motor Vehicles
20% Straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Depreciation is charged on a monthly basis with a full month charged in the month of purchase and none in the month of sale.

1.7
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
1
Accounting policies
(Continued)
- 17 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
1
Accounting policies
(Continued)
- 18 -
1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 group after deducting all of its liabilities.

ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities

Basic financial liabilities, including 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
1
Accounting policies
(Continued)
- 20 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

The Group operates defined contribution retirement benefit schemes for its employees. Contributions are recognised as an expense in the profit and loss account in the period in which the related employee service is rendered. For defined contribution schemes, the company has no further obligations once contributions are paid.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount 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 affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The key source of estimation uncertainty is in the valuation of unlisted investments. There is no active market for the shares in Odey Holdings Limited, and as such the holdings are measured at cost less impairment in accordance with FRS 102, Section 11 'Basic Financial Instruments'. Impairment is calculated as a function of the underlying company's assets under management.

ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
- 21 -
3
Turnover and other revenue
2025
2024
£000
£000
Turnover analysed by geographical market
United Kingdom
2,273
5,346
Europe
-
4,290
United States of America
-
904
Cayman Islands
-
1,489
St Vincent
-
10
2,273
12,039
2025
2024
£000
£000
Other revenue
Interest income
1,185
1,115
Dividends received
-
78
4
Exceptional item
2025
2024
£000
£000
Expenditure
Provision reversal
(4,293)
-

During the year ended 5 April 2025, Odey Asset Management LLP reversed a provision of £4,3m relating to National Insurance on salaried partner s remuneration which had been recognised in prior financial years.

Following a reassessment of the circumstances giving rise to the provision, management determined that no present obligation exists and that the recognition criteria for a provision are no longer met. Accordingly, the provision has been released in full and credited to the Statement of Comprehensive Income for the year.

Due to its material value and non-recurring nature, the reversal of this provision has been presented as an exceptional item in order to provide a clearer understanding of the Group and LLP’s underlying financial performance for the year.

5
Operating profit/(loss)
2025
2024
£000
£000
Operating profit/(loss) for the year is stated after charging:
Exchange losses
416
259
Depreciation of owned tangible fixed assets
41
62
Operating lease charges
369
359
ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
- 22 -
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the group and company
17
-
Audit of the financial statements of the company's subsidiaries
26
65
43
65
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
2
21
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£000
£000
£000
£000
Wages and salaries
391
4,793
-
0
-
0
Social security costs
19
170
-
-
Pension costs
17
13
-
0
-
0
427
4,976
-
0
-
0
8
Interest receivable and similar income
2025
2024
£000
£000
Interest income
Interest on bank deposits
1,185
1,115
Income from fixed asset investments
Income from shares in group undertakings
-
0
78
Income from other fixed asset investments
731
-
0
Total income
1,916
1,193
ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
8
Interest receivable and similar income
(Continued)
- 23 -
2025
2024
Investment income includes the following:
£000
£000
Interest on financial assets not measured at fair value through profit or loss
1,185
1,115

Interest income from bank savings is recognised on an accruals basis as it is earned.

9
Interest payable and similar expenses
2025
2024
£000
£000
Other finance costs:
Other interest
-
16
10
Amounts written off investments
2025
2024
£000
£000
Fair value gains/(losses) on financial instruments
Gain on financial assets held at fair value through profit or loss
-
327
Other gains/(losses)
Gain on disposal of current asset investments
-
584
Other gains and losses
-
(570)
-
341
11
Taxation
2025
2024
£000
£000
Current tax
UK corporation tax on profits for the current period
231
194
Adjustments in respect of prior periods
-
0
2
Total current tax
231
196
Deferred tax
Origination and reversal of timing differences
(17)
58
Total tax charge
214
254
ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
11
Taxation
(Continued)
- 24 -

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£000
£000
Profit/(loss) before taxation
3,871
(1,786)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
968
(447)
Tax effect of expenses that are not deductible in determining taxable profit
119
233
Gains not taxable
-
0
639
Unutilised tax losses carried forward
291
-
0
Change in unrecognised deferred tax assets
116
-
0
Adjustments in respect of prior years
-
0
(3)
Under/(over) provided in prior years
-
0
(34)
Loss carry back
-
0
22
Profits not subject to tax arising in subsidiary undertakings
-
0
19
Depreciation in excess of capital allowances
(25)
(25)
Timing difference
(182)
(292)
Impairment of group undertakings
-
142
Reversal of provision
(1,073)
-
Taxation charge
214
254
12
Dividends
2025
2024
Recognised as distributions to equity holders:
£000
£000
Final paid
1,892
-
ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
- 25 -
13
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Motor Vehicles
Total
£000
£000
£000
£000
Cost
At 6 April 2024
104
164
-
0
268
Additions
7
16
78
101
At 5 April 2025
111
180
78
369
Depreciation and impairment
At 6 April 2024
84
21
-
0
105
Depreciation charged in the year
25
7
9
41
At 5 April 2025
109
28
9
146
Carrying amount
At 5 April 2025
2
152
69
223
At 5 April 2024
20
143
-
0
163
The company had no tangible fixed assets at 5 April 2025 or 5 April 2024.
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£000
£000
£000
£000
Investments in subsidiaries
15
-
0
-
0
20,714
21,309
Unlisted investments
-
0
1,846
-
0
-
0
Other investments
3,402
2,671
-
0
-
0
3,402
4,517
20,714
21,309
Movements in fixed asset investments
Group
Investments
Other
Total
£000
£000
£000
Cost or valuation
At 6 April 2024
1,846
2,671
4,517
Valuation changes
-
731
731
Disposals
(1,846)
-
(1,846)
At 5 April 2025
-
3,402
3,402
Carrying amount
At 5 April 2025
-
3,402
3,402
At 5 April 2024
1,846
2,671
4,517
ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
14
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£000
Cost or valuation
At 6 April 2024
21,309
Valuation changes
483
Disposal
(1,078)
At 5 April 2025
20,714
Carrying amount
At 5 April 2025
20,714
At 5 April 2024
21,309
15
Subsidiaries

Details of the company's subsidiaries at 5 April 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Odey Asset Management Group Ltd
6 Swan Walk London, SW3 4JJ
Ordinary shares
100.00
Odey Asset Management LLP
6 Swan Walk London, SW3 4JJ
Partnership capital
99.20
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
222
84
-
0
-
0
Corporation tax recoverable
62
31
31
-
0
Amounts owed by group undertakings
-
-
6,600
8,124
Other debtors
1,010
1,056
-
0
-
0
Prepayments and accrued income
131
1,981
-
0
-
0
1,425
3,152
6,631
8,124
ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
- 27 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£000
£000
£000
£000
Trade creditors
-
0
341
-
0
-
0
Corporation tax payable
231
629
231
636
Other taxation and social security
15
-
-
-
Dividends payable
-
0
2,057
-
0
-
0
Other creditors
269
599
-
0
-
0
Accruals and deferred income
439
5,712
33
33
954
9,338
264
669
18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£000
£000
Accelerated capital allowances
27
9
Tax losses
(217)
-
Revaluations
476
294
286
303
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£000
£000
Liability at 6 April 2024
303
-
Credit to profit or loss
(17)
-
Liability at 5 April 2025
286
-

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. T he deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
- 28 -
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
17
13

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

20
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary Shares of 0.1p each
201,462,025
201,462,025
20,146
20,146
21
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£000
£000
£000
£000
Within one year
240
440
-
-
Between two and five years
-
660
-
-
240
1,100
-
-
ODEY HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2025
- 29 -
22
Cash absorbed by group operations
2025
2024
£000
£000
Profit/(loss) after taxation
3,657
(2,040)
Adjustments for:
Taxation charged
214
254
Finance costs
-
0
16
Investment income
(1,916)
(1,193)
Depreciation and impairment of tangible fixed assets
41
62
Foreign exchange gains on cash equivalents
416
260
Gain on sale of investments
-
(584)
Other gains and losses
-
243
Movements in working capital:
Decrease/(increase) in debtors
1,758
(2,779)
(Decrease)/increase in creditors
(5,759)
1,486
Cash absorbed by operations
(1,589)
(4,275)
23
Analysis of changes in net funds - group
6 April 2024
Cash flows
Exchange rate movements
5 April 2025
£000
£000
£000
£000
Cash at bank and in hand
31,182
(4,383)
(416)
26,383
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