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Registered number: 13802302 ODIN TOPCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
ODIN TOPCO LIMITED
COMPANY INFORMATION
Directors | K Mansson
| K Rafter
| J Fillols
Registered number | 13802302
Registered office | 3rd Floor
| 1 Ashley Road
| Altrincham
| Cheshire
| United Kingdom
| WA14 2DT
Independent auditor | Grant Thornton UK LLP
| Chartered Accountants & Statutory Auditor
| Victoria House
| 199 Avebury Boulevard
| Milton Keynes
| MK9 1AU
ODIN TOPCO LIMITED
CONTENTS
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 5
Independent Auditor's Report | 6 - 11
Consolidated Statement of Comprehensive Income | 12
Consolidated Balance Sheet | 13 - 14
Company Balance Sheet | 15
Consolidated Statement of Changes in Equity | 16
Company Statement of Changes in Equity | 17
Consolidated Statement of Cash Flows | 18 - 19
Notes to the Financial Statements | 20 - 45
ODIN TOPCO LIMITED
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the Strategic Report for the year ended 31 December 2025. Odin Topco Limited is the ultimate holding company for a group of companies trading as ‘Silobreaker’.
Principal activity
The principal activity of the company for the year was that of a holding company. The aim and principal activity of the group is as a next-generation threat intelligence provider that primarily focuses on data aggregation, enrichment, and visualization of both unstructured and structured data. The software is cloud-based, highly scalable and aims to mitigate cyber and non-cyber risk within their customers estates. The group operates under its trading name of Silobreaker and sells software products in a user-based subscription model to enterprise companies with their own teams of threat intelligence analysts in a wide range of industries and sizes.
Business review
In 2025, the group continued its investment in research and development and thus in the further development of its software. Significant product improvements were made and new functionalities (e.g. Furtherance of artificial intelligence capabilities, executive dashboarding, and semantic search functionalities) were developed. The group plans to continue investing in research and development over the next few years to further improve the software and bring new features to the market. The directors are satisfied with the financial results.
Key performance indicators
The directors consider that annual recurring revenue continues to be the key performance indicator for the group, along with EBITDA (calculated as Operating loss, and then adding back for depreciation and amortisation). The group's results for the year are in line with the expectation of the directors and provide a solid base for future activities. Group revenue generated from sales increased by 11% in 2025 (2024: 8%) compared to the previous year. Revenue in the period totalled £13.71m (2024: £12.40m) and the group generated positive EBITDA of £0.3m (2024: negative £0.9m) to support the continued expansion of the sales and marketing teams in all core territories. Gross assets at the year-end totalled £46.47m (2024: £57.10m). Cash at the year-end was £0.2m (2024: £1.7m).
Principal risks and uncertainties
The parent company manages financial risks according to instructions provided by the Board of Directors. Foreign currency The company operates internationally, and it is, therefore, exposed to foreign exchange risk arising on the cash flow of sales and expenses, along with exchange differences arising on the consolidation of foreign subsidiaries and associated translation into GBP. Page 1
ODIN TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Principal risks and uncertainties (continued) Credit and counterparty risks The company has credit and counterparty risks relating to its clients with whom it has accounts receivables and long contracts as well as financial counterparties. Interest rate risk The company has third party debt on its Balance Sheet and is therefore exposed to interest rate risk. The amount of debt is leveraged against its annual recurring revenues and interest cover ratios are closely monitored for affordability. Customer risk The company's customer base primarily consists of large and medium sized enterprises whose operations tend to be quite stable and offer strong credit ratings. The company's business is, nevertheless, based on a relatively small number of customers and, therefore, the impact of a single customer on the group's revenue could be quite large. The customer gross churn rates are extremely closely monitored at all levels within the business with the intention of keeping these as low as possible.
Development and performance
The group primarily measures business success based on sales development, specifically recurring sales from subscription contracts.
Other information and explanations
The directors remain cautious but optimistic in light of the groups position and macro-economic factors. This report was approved by the board and signed on its behalf.
K Mansson Director
Date: 1 May 2026
Page 2
ODIN TOPCO LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
The loss for the year, after taxation, amounted to £18,548,540 (2024: loss £18,323,909). The directors did not recommend the payment of dividend in the year (2024: £Nil).
Directors
The directors who served during the year, and up to the date of signing this report, were:
K Mansson
K Rafter
J Fillols
Directors' Responsibilities Statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company and the group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Qualifying third party indemnity provisions
There are no qualifying third party indemnity provisions to be disclosed. Page 3
ODIN TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Going concern
The financial statements have been prepared on a going concern basis, which assumes that group will continue to be able to meet its liabilities as they fall due for at least 12 months following the date of approval of these financial statements. In making their assessment, the directors have prepared cash flow forecasts including events or conditions that may cast significant doubt upon the group's ability to continue as a going concern. These forecasts cover the going concern period up until the end of July 2027. We draw attention to the fact that for the year ended 31 December 2025 the group incurred losses of £18,548,540 (2024: £18,323,909) and that the group's total liabilities exceed its assets by £73,276,598 (2024: £54,878,724). When considering whether the going concern basis of preparing the financial statements is appropriate, the directors have considered the current group cash position, available financing facilities, forecast covenant compliance, its long-term contracts with customers and future pipeline. Based on current funding levels and with the consideration of modelled downside scenarios, the directors believe the group is well placed to manage business risks successfully. Therefore, the directors have, at the time the financial statements were approved, a reasonable expectation that the group and company will have adequate resources to continue in operational existence and have consequently prepared the financial statements on a going concern basis. In light of recent economic events originating from the war in the Middle East the directors have carried out a risk assessment which determined that although this will likely have upside on the company's ability to trade (due to the ability of the software to identify geopolitical threats) there may be a low to moderate indirect impact as market contagion spreads into its customer base which the directors will continue to monitor in the downside scenarios.
Future developments
In 2026, the company is undergoing a market repositioning initiative led by the new CEO who joined the company in July 2025.
Matters covered in the Group Strategic Report
Research and development and the principal risks and uncertainties are not included in the Directors’ Report as, under s414C (11), they have instead been included the Strategic Report on pages 1 - 2.
Subsequent events
There have been no significant events affecting the company since the reporting date.
Disclosure of information to auditor
The directors confirm that: ∙so far as each director is aware, there is no relevant audit information of which the company and the group's auditor is unaware; and ∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information. Page 4
ODIN TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditor
The auditor, Grant Thornton UK LLP, 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.
K Mansson Director
Date: 1 May 2026
Page 5
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODIN TOPCO LIMITED
Opinion
We have audited the financial statements of Odin Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the company Balance Sheet, the Consolidated Statement of Changes in Equity, the company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of 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 of the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended; ∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙the financial statements 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 the 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
We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's and the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's and the parent company's business model including effects arising from macro-economic uncertainties such as increased geopolitical uncertainty, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going concern period. Page 6
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODIN TOPCO LIMITED (CONTINUED) Conclusions relating to going concern (continued) In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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 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. Page 7
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODIN TOPCO LIMITED (CONTINUED)
Matter on which we are required to report under the Companies Act 2006
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 identified material misstatements in the Strategic Report or the Directors' Report. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Page 8
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODIN TOPCO LIMITED (CONTINUED)
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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: ∙We obtained an understanding of the legal and regulatory frameworks applicable to the group and parent company and industry in which it operates through our general commercial and sector experience, discussions with management and review of board minutes. We determined that the following laws and regulations were most significant: FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, the Companies Act 2006 and the relevant tax compliance regulations in the UK. In addition, we concluded that there are certain laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as health and safety and employee matters; ∙We enquired of management concerning the group and the parent company’s policies and procedures relating to: −the identification, evaluation and compliance with laws and regulations; −the detection and response to the risks of fraud; and −the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations. ∙We enquired of management and those charged with governance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud; ∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; Page 9
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODIN TOPCO LIMITED (CONTINUED) Auditor's responsibilities for the audit of the financial statements (continued) ∙The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team including consideration of the engagement team’s: −understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation; −knowledge of the industry in which the client operates; and −understanding of the legal and regulatory requirements specific to the entity including, the provisions of the applicable legislation and the applicable statutory provision; ∙We assessed the susceptibility of the group and the parent company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included: −identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; −challenging assumptions and judgements made by management in its significant accounting estimates; −identifying and testing journal entries, in particular journal entries posted with unusual account combinations that increased revenues or that reduced costs in the Consolidated profit and loss account; and −assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item; ∙In addition, we completed audit procedures to conclude on the compliance of disclosures in the annual report and accounts with applicable financial reporting requirements; and ∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. Page 10
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODIN TOPCO LIMITED (CONTINUED) 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. Charlotte Anderson Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Milton Keynes 1 May 2026 Page 11
ODIN TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 13,714,306 | 12,402,205
Cost of sales |  | (1,726,356) | (1,242,088)
Gross profit |  | 11,987,950 | 11,160,117
Administrative expenses |  | (20,221,210) | (20,632,213)
Other operating income | 5 | 125,957 | 184,593
Operating loss | 6 | (8,107,303) | (9,287,503)
Interest payable and similar expenses | 10 | (11,338,961) | (10,643,246)
Loss before taxation |  | (19,446,264) | (19,930,749)
Tax on loss | 11 | 897,724 | 1,606,840
Loss for the financial year |  | (18,548,540) | (18,323,909)
Currency translation taken to retained earnings |  | 96,121 | (63,191)
Other comprehensive income/(loss) for the year |  | 96,121 | (63,191)
Total comprehensive loss for the year |  | (18,452,419) | (18,387,100)
Loss for the year attributable to: |  |  |
Owners of the parent company |  | (18,548,540) | (18,323,909)
Total comprehensive loss for the year attributable to: |  |  |
Owners of the parent company |  | (18,452,419) | (18,387,100)
There were no recognised gains and losses for 2025 or 2024 other than those included in the Consolidated Statement of Comprehensive Income. There was no other comprehensive income for 2025 (2024: £Nil).
The notes on pages 20 to 45 form part of these financial statements.
Page 12
ODIN TOPCO LIMITED REGISTERED NUMBER:13802302
CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 41,339,290 |  | 49,644,536
Tangible assets | 13 |  | 106,402 |  | 128,477
|  |  | 41,445,692 |  | 49,773,013
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 15 | 322,482 |  | 337,887 |
Debtors: amounts falling due within one year | 15 | 4,454,088 |  | 5,251,657 |
Cash at bank and in hand |  | 248,670 |  | 1,734,585 |
|  | 5,025,240 |  | 7,324,129 |
Creditors: amounts falling due within one year | 16 | (15,372,015) |  | (15,985,987) |
Net current liabilities |  |  | (10,346,775) |  | (8,661,858)
Total assets less current liabilities |  |  | 31,098,917 |  | 41,111,155
Creditors: amounts falling due after more than one year | 17 |  | (99,785,061) |  | (90,438,389)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 20 |  | (4,590,454) |  | (5,551,490)
Net liabilities |  |  | (73,276,598) |  | (54,878,724)
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 6,064 |  | 5,846
Share premium account | 23 |  | 701,970 |  | 680,386
Share based payment reserve | 23,24 |  | 130,722 |  | 97,979
Profit and loss account | 23 |  | (74,115,354) |  | (55,662,935)
Equity attributable to owners of the parent company |  |  | (73,276,598) |  | (54,878,724)
Page 13
ODIN TOPCO LIMITED REGISTERED NUMBER:13802302
CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
K Mansson
Director
Date: 1 May 2026
The notes on pages 20 to 45 form part of these financial statements. Page 14
ODIN TOPCO LIMITED REGISTERED NUMBER:13802302
COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 14 |  | 18,796,604 |  | 501,262
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 15 | 18,111 |  | 17,100,154 |
Creditors: amounts falling due within one year | 16 | (7,843,896) |  | (5,128,233) |
Net current (liabilities)/assets |  |  | (7,825,785) |  | 11,971,921
Total assets less current liabilities |  |  | 10,970,819 |  | 12,473,183
Creditors: amounts falling due after more than one year | 17 |  | (12,595,072) |  | (12,120,507)
Net (liabilities)/assets |  |  | (1,624,253) |  | 352,676
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 6,064 |  | 5,846
Share premium account | 23 |  | 701,971 |  | 680,387
Share based payment reserve | 23,24 |  | 130,722 |  | 97,979
Profit and loss account | 23 |  | (2,463,010) |  | (431,536)
Equity attributable to the parent company |  |  | (1,624,253) |  | 352,676
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent company for the year was £2,031,474 (2024: £337,430). The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
K Mansson
Director
Date: 1 May 2026
The notes on pages 20 to 45 form part of these financial statements. Page 15
ODIN TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Share based payment reserve | Profit and loss reserves | Equity attributable to owners of parent company | Total equity
| £ | £ | £ | £ | £ | £
At 15 January 2024 | 5,846 | 680,386 | 62,732 | (37,275,835) | (36,526,871) | (36,526,871)
Comprehensive loss for the year |  |  |  |  |  |
Loss for the year | - | - | - | (18,323,909) | (18,323,909) | (18,323,909)
Currency translation differences | - | - | - | (63,191) | (63,191) | (63,191)
Other comprehensive loss for the year | - | - | - | (63,191) | (63,191) | (63,191)
Total comprehensive loss for the year | - | - | - | (18,387,100) | (18,387,100) | (18,387,100)
Share based payments | - | - | 35,247 | - | 35,247 | 35,247
At 1 January 2025 | 5,846 | 680,386 | 97,979 | (55,662,935) | (54,878,724) | (54,878,724)
Comprehensive loss for the year |  |  |  |  |  |
Loss for the year | - | - | - | (18,548,540) | (18,548,540) | (18,548,540)
Currency translation differences | - | - | - | 96,121 | 96,121 | 96,121
Other comprehensive income for the year | - | - | - | 96,121 | 96,121 | 96,121
Total comprehensive loss for the year | - | - | - | (18,452,419) | (18,452,419) | (18,452,419)
Issue of share capital | 218 | 21,584 | - | - | 21,802 | 21,802
Share based payments | - | - | 32,743 | - | 32,743 | 32,743
At 31 December 2025 | 6,064 | 701,970 | 130,722 | (74,115,354) | (73,276,598) | (73,276,598)
| The notes on pages 20 to 45 form part of these financial statements.
Page 16
ODIN TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Share based payment reserve | Profit and loss reserves | Total equity
| £ | £ | £ | £ | £
At 15 January 2024 | 5,846 | 680,387 | 62,732 | (94,106) | 654,859
Comprehensive loss for the year |  |  |  |  |
Loss and total comprehensive income for the period | - | - | - | (337,430) | (337,430)
Contributions by and distributions to owners |  |  |  |  |
Share based payments | - | - | 35,247 | - | 35,247
At 1 January 2025 | 5,846 | 680,387 | 97,979 | (431,536) | 352,676
Comprehensive loss for the year |  |  |  |  |
Loss and total comprehensive income for the year | - | - | - | (2,031,474) | (2,031,474)
Contributions by and distributions to owners |  |  |  |  |
Issue of share capital | 218 | 21,584 | - | - | 21,802
Share based payments | - | - | 32,743 | - | 32,743
At 31 December 2025 | 6,064 | 701,971 | 130,722 | (2,463,010) | (1,624,253)
| The notes on pages 20 to 45 form part of these financial statements.
Page 17
ODIN TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (18,548,540) | (18,323,909)
Adjustments for: |  |
Amortisation and impairment of intangible assets | 8,305,246 | 8,305,248
Depreciation and impairment of tangible assets | 58,917 | 47,859
Interest payable | 11,338,961 | 10,643,030
Taxation credit | (897,724) | (1,606,921)
Decrease/(increase) in debtors | 849,366 | (547,135)
(Decrease)/increase in creditors | (548,408) | 1,395,829
Share based payments | 32,743 | 35,247
Corporation tax refund | 91,157 | -
Amortisation of capitalised finance costs | 227,260 | -
Net cash generated from/(used in) operating activities | 908,978 | (50,752)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (54,831) | (77,889)
Net cash used in investing activities | (54,831) | (77,889)
Page 18
ODIN TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Proceeds from issue of shares | 21,806 | -
Proceeds from issue of preference shares | 474,574 | -
Movements in RCF | (2,000,000) | -
Repayment of loans | (162,426) | (169,560)
Bank loans | - | 2,250,000
Other loans | 1,184,250 | -
New loans | - | 500,000
Interest paid | (1,934,245) | (2,045,659)
Net cash (used in)/generated from financing activities | (2,416,041) | 534,781
Net (decrease)/increase in cash and cash equivalents | (1,561,894) | 406,140
Cash and cash equivalents at beginning of year | 1,734,585 | 1,385,905
Effect of foreign exchange rates | 75,979 | (57,460)
Cash and cash equivalents at the end of year | 248,670 | 1,734,585
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 248,670 | 1,734,585
The notes on pages 20 to 45 form part of these financial statements.
Page 19
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Odin Topco Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 13802302, and its registered head office is located at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3). The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions – company only
The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
| 2.3 | Basis of consolidation
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 20
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The financial statements have been prepared on a going concern basis, which assumes that group will continue to be able to meet its liabilities as they fall due for at least 12 months following the date of approval of these financial statements. In making their assessment, the directors have prepared cash flow forecasts including events or conditions that may cast significant doubt upon the group's ability to continue as a going concern. These forecasts cover the going concern period up until the end of July 2027. We draw attention to the fact that for the year ended 31 December 2025 the group incurred losses of £18,548,540 (2024: £18,323,909) and that the group's total liabilities exceed its assets by £73,276,598 (2024: £54,878,724). When considering whether the going concern basis of preparing the financial statements is appropriate, the directors have considered the current group cash position, available financing facilities, forecast covenant compliance, its long-term contracts with customers and future pipeline. Based on current funding levels and with the consideration of modelled downside scenarios, the directors believe the group is well placed to manage business risks successfully. Therefore, the directors have, at the time the financial statements were approved, a reasonable expectation that the group and company will have adequate resources to continue in operational existence and have consequently prepared the financial statements on a going concern basis. In light of recent economic events originating from the war in the Middle East the directors have carried out a risk assessment which determined that although this will likely have upside on the company's ability to trade (due to the ability of the software to identify geopolitical threats) there may be a low to moderate indirect impact as market contagion spreads into its customer base which the directors will continue to monitor in the downside scenarios.
| 2.5 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is GBP and all values are rounded to the nearest pound (£) except where otherwise stated. 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. Page 21
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation (continued)
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.6 | Turnover
Turnover represents amounts receivable for software licence subscriptions and services net of VAT and trade discounts. Turnover in respect of long-term contracts for on-going services is recognised on a straight line basis over the period of contracts. When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
| 2.7 | Research and development
All expenditure on research and development is recognised as an expense when it is incurred.
| 2.8 | Pensions
Defined contribution pension plan The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the group in independently administered funds.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 22
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. The company has no employees. In the company accounts, the share-based payment charge in relation to awards made to employees of other group companies has been recognised as a capital contribution resulting in an increase in the investment in subsidiaries. Page 23
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the company and the group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date. Page 24
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows: Software - 7 years Brand name - 10 years Customer relationships - 15 years
| 2.14 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 33% | on cost
|  |  |  | Computer equipment | - | 33% | on cost
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 25
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Impairment of tangible and intangible assets
At each reporting date, tangible and intangible fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in profit or loss. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss. Goodwill does not generate independent cash inflows and it must therefore be tested for impairment as part of a cash-generating unit (CGU). If impairment is identified in the period, the impairment loss is first allocated to the goodwill of the respective CGU; then, to the other assets of the unit pro rate on the basis of the carrying amount of each asset in the CGU. In doing do, the carrying amount of any asset in a CGU is not reduced below the highest of fair value less cost to sell, value in use; and zero. Any excess amount of the impairment loss which cannot be allocated to an asset because of the mentioned restriction is allocated to the other assets of the unit pro rate on the basis of the carrying amount of those other assets. Any impairment losses recognised in respect of goodwill cannot be subsequently reversed, even if the circumstances giving rise to the original impairment loss cease to apply.
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 26
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.19 | 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, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Page 27
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
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 group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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 immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled. Page 28
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.20 | Equity instruments
Called up share capital represents the nominal value of ordinary shares that have been issued. The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with issuing shares are deducted from the share premium. The share-based payments reserve represents the total accumulated share-based payment charge less. The profit and loss reserves includes all current and prior period retained profits and losses.
| 2.21 | 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 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.
| 2.22 | Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and 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. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained. Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following: Page 29
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 3.Judgements in applying accounting policies (continued) Estimates Main assumptions and variables used in the impairment review for intangible assets Management have determined the most appropriate method to calculate enterprise value of the business for the purpose of the impairment review is to calculated Fair Value less Costs to Sell (FVLCTS). This method applies an exit multiple to the business based on a 6.3x revenue calculation which is determined by reference to comparative market transactions. As a result of the impairment test based on a board reviewed management forecast, no impairment loss was recognised for the financial period ended December 2025. The recoverable amount exceeds the total carrying amount. Valuation of non-basic preference shares The determination that the carrying value of the preference shares equals their fair value at 31 December 2025 is a key estimate that involves significant management judgement. The preference shares bear a coupon of 12% which management has assessed to represent the prevailing market interest rate for instruments with similar terms, maturity and credit risk at the reporting date. Small changes in the coupon of 12% could result in a material change in the carrying value of the preference shares. Actual outcomes may differ from the estimates made by management. Judgements Classification of Preference Share Dividends In application of the accounting policy at note 2.19 and FRS102 section 4.7, the group has decided to recognise these as current liabilities rather than long term liabilities since it is management's judgement that they do not have an unconditional right to defer settlement for a period of 12 months from the Balance Sheet date. Preference share classification In application of the accounting policy at note 2.19, and in consideration of the specific leavers provisions attached to shareholdings, the group has decided to classify 9,618,443 (2024: 9,169,681) of the preference shares as non-basic financial instruments and recognise those at fair value, with the remainder 2,976,629 (2024: 2,950,826) being classified as basic financial instruments. Page 30
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
An analysis of the group's turnover is as follows: During the year the group's turnover was generated from software subscriptions. Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 3,912,937 | 4,037,725
| United States | 6,419,017 | 5,265,617
| Rest of the world | 3,382,352 | 3,098,863
|  | 13,714,306 | 12,402,205
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Research & Development expenditure credit | 125,957 | 184,593
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Development costs | 3,221,876 | 3,219,447
| Exchange differences | 302,245 | 3,405
| Depreciation of owned tangible fixed assets | 58,917 | 47,859
| Amortisation of intangible assets | 8,305,246 | 8,305,248
Page 31
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Auditor's remuneration
| During the year, the group obtained the following services from the company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements | 95,201 | 90,640
| Fees payable to the company's auditor in respect of: |  |
| Tax compliance services | 64,300 | 50,757
| Tax advisory services | - | 37,990
| Other services | 32,150 | 34,490
8. | Employees
| Staff costs were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 6,671,719 | 7,617,771 | - | -
| Social security costs | 1,002,326 | 830,146 | - | -
| Cost of defined contribution scheme | 314,844 | 386,779 | - | -
|  | 7,988,889 | 8,834,696 | - | -
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Admin | 10 | 9 | 2 | 3
|  | Sales | 23 | 25 | - | -
|  | Support | 37 | 38 | - | -
|  |  | 70 | 72 | 2 | 3
| The company had no employees during the year, aside from three directors. Directors' remuneration are paid for by Silobreaker Limited on behalf of the company.
Page 32
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 303,387 | 432,116
| Group contributions to defined contribution pension schemes | 11,762 | 13,250
|  | 315,149 | 445,366
| During the year retirement benefits were accruing to 1 director (2024: 1 director) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £303,387 (2024: £432,116).
| The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,762 (2024: £13,250).
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest on bank overdrafts and loans | 1,934,245 | 2,273,079
| Dividends on redeemable preference shares not classified as equity | 2,169,257 | 1,972,785
| Other interest on financial liabilities | 7,235,459 | 6,397,382
|  | 11,338,961 | 10,643,246
Page 33
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | - | 4,780
| Adjustments in respect of prior periods | (9,560) | -
| Foreign tax on income for the year | 72,872 | 66,122
| Total current tax | 63,312 | 70,902
| Deferred tax |  |
| Origination and reversal of timing differences | (961,888) | (1,676,881)
| Adjustments in respect of prior periods | 852 | (861)
| Total deferred tax | (961,036) | (1,677,742)
| Tax on loss | (897,724) | (1,606,840)
| Factors affecting tax charge for the year The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024:25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (19,446,264) | (19,930,749)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%). | (4,861,566) | (4,982,687)
| Effects of: |  |
| Tax effect of expenses that are not deductible in determining taxable profit | 3,329,385 | 2,956,232
| Adjustments in respect of prior periods | (9,560) | 4,780
| Adjustments in respect of prior periods (deferred tax) | 852 | (861)
| Income not taxable for tax purposes | (12,604) | -
| Adjustments to brought forward values | (23) | -
| Foreign tax - other | (14,489) | -
| Hybrid and other mismatches adjustment | 44,111 | (356)
| Timing differences not recognised in the computation | (44,111) | -
| Movement in deferred tax not recognised | 670,281 | 416,052
| Total tax charge for the year | (897,724) | (1,606,840)
Page 34
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Taxation (continued) Factors that may affect future tax charges Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the balance sheet date.
12. | Intangible assets
| Group
|  | Goodwill | Software | Brand name | Customer relationships | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 January 2025 | 36,288,782 | 26,420,167 | 3,359,135 | 8,492,196 | 74,560,280
| At 31 December 2025 | 36,288,782 | 26,420,167 | 3,359,135 | 8,492,196 | 74,560,280
| Amortisation |  |  |  |  |
| At 1 January 2025 | 10,886,634 | 11,322,930 | 1,007,742 | 1,698,438 | 24,915,744
| Charge for the year on owned assets | 3,628,876 | 3,774,310 | 335,914 | 566,146 | 8,305,246
| At 31 December 2025 | 14,515,510 | 15,097,240 | 1,343,656 | 2,264,584 | 33,220,990
| Net book value |  |  |  |  |
| At 31 December 2025 | 21,773,272 | 11,322,927 | 2,015,479 | 6,227,612 | 41,339,290
| At 31 December 2024 | 25,402,148 | 15,097,237 | 2,351,393 | 6,793,758 | 49,644,536
| The company had no Intangible assets at 31 December 2025 (2024: £Nil). Amortisation on intangible assets is charged to administrative expenses.
Page 35
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Tangible fixed assets
| Group
|  | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 11,980 | 245,426 | 257,406
| Additions | - | 24,050 | 24,050
| Exchange adjustments | 6,778 | 24,002 | 30,780
| At 31 December 2025 | 18,758 | 293,478 | 312,236
| Depreciation |  |  |
| At 1 January 2025 | 8,425 | 120,504 | 128,929
| Charge for the year on owned assets | 3,975 | 54,942 | 58,917
| Exchange adjustments | 6,358 | 11,630 | 17,988
| At 31 December 2025 | 18,758 | 187,076 | 205,834
| Net book value |  |  |
| At 31 December 2025 | - | 106,402 | 106,402
| At 31 December 2024 | 3,555 | 124,922 | 128,477
| The company had no tangible fixed assets at 31 December 2025 (2024: £Nil).
Page 36
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 501,262
| Capital contribution | 32,743
| Additions | 18,262,599
| At 31 December 2025 | 18,796,604
| Net book value |
| At 31 December 2025 | 18,796,604
| At 31 December 2024 | 501,262
| The capital contribution during the year related to the cost of share based payments in the subsidiary company, Silobreaker Limited. The additions to investments related to the capitalisation of intercompany loan balances with Odin Holdco Limited.
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the company:
| Name | Registered office | Class of shares | Holding
| Odin Holdco Limited | 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT | Ordinary | 100%
Page 37
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the company:
| Name | Registered office | Class of shares | Holding
| Odin Midco Limited | 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT | Ordinary | 100%
| Odin Bidco Limited | 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT | Ordinary | 100%
| Elucidon Group Limited | 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT | Ordinary | 100%
| Silobreaker Limited | 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT | Ordinary | 100%
| Silobreaker Services Limited* | Holden House, 57 Rathbone Place, London, England, W1T 1JU | Ordinary | 100%
| Silobreaker AB | Götgatan 18 3tr, SE-118 46 Stockholm | Ordinary | 100%
| Silobreaker Inc. | 1007 North Orange St, 4th Floor, Wilmington, New Castle, Delaware 19801, United States | Ordinary | 100%
| The below subsidiaries have taken the exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary undertakings. The company has given a guarantee for all outstanding liabilities to which the entities are subject to at the reporting date.
| Name | Registration number
| Odin Midco Limited | 13802487
| Odin Bidco Limited | 13802577
| Odin Holdco Limited | 13802422
| Elucidon Group Limited | 04624178
*Silobreaker Services Limited was dissolved after the year end on 17 February 2026. Page 38
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due after more than one year |  |  |  |
| Prepayments and accrued income | 322,482 | 337,887 | - | -
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due within one year |  |  |  |
| Trade debtors | 2,734,229 | 3,239,826 | - | -
| Corporation tax recoverable | 227,964 | 223,075 | - | -
| Amounts owed by group undertakings | - | - | - | 17,027,276
| Other debtors | 96,411 | 188,023 | 18,111 | 72,878
| Prepayments and accrued income | 1,395,484 | 1,600,733 | - | -
|  | 4,454,088 | 5,251,657 | 18,111 | 17,100,154
| Amounts owed by group undertakings charged interest at rates up to 12% per annum and were repayable on demand. Trade debtors are stated after provisions for impairment of £Nil (2024: £Nil).
16. | Creditors: amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans (see note 18) | 162,426 | 162,425 | - | -
| Trade creditors | 1,776,538 | 1,060,337 | - | 20,857
| Revolving credit facility | 250,000 | 2,250,000 | - | -
| Amounts owed to group undertakings | - | - | 567,264 | -
| Other taxation and social security | 333,835 | 433,855 | - | -
| Preference share dividend payable (see note 18) | 7,276,632 | 5,107,376 | 7,276,632 | 5,107,376
| Other creditors | 54,636 | 300,000 | - | -
| Accruals and deferred income | 5,517,948 | 6,671,994 | - | -
|  | 15,372,015 | 15,985,987 | 7,843,896 | 5,128,233
Page 39
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 16.Creditors: amounts falling due within one year (continued)
| The revolving credit facility contains a fixed charge, floating charge and negative pledge. Amounts owed to group undertakings accrue interest at 12%, are unsecured and repayable on demand.
17. | Creditors: amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Preference shares (see note 18) | 12,595,072 | 12,120,507 | 12,595,072 | 12,120,507
| Bank loans and overdrafts (see note 18) | 19,207,481 | 19,142,648 | - | -
| Other loans (see note 18) | 66,255,935 | 57,838,112 | - | -
| Accruals and deferred income | 1,726,573 | 1,337,122 | - | -
|  | 99,785,061 | 90,438,389 | 12,595,072 | 12,120,507
18. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 162,426 | 162,425 | - | -
| Preference share dividend payable | 7,276,632 | 5,107,376 | 7,276,632 | 5,107,376
| Revolving credit facility | 250,000 | 2,250,000 | - | -
|  | 7,689,058 | 7,519,801 | 7,276,632 | 5,107,376
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 19,207,481 | 19,142,648 | - | -
| Amounts falling due after more than 5 years |  |  |  |
| Preference shares | 12,595,072 | 12,120,507 | 12,595,072 | 12,120,507
| Other loans | 66,255,935 | 57,838,112 | - | -
|  | 78,851,007 | 69,958,619 | 12,595,072 | 12,120,507
|  | 105,747,546 | 96,621,068 | 19,871,704 | 17,227,883
Page 40
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 18.Loans (continued)
| Bank loans consist of senior debt and junior debt facilities. For RCF: Provided on a "certain funds basis", interest rate margin of 3.75%. Balance at year end: £250,000 (2024: £2,250,000). For senior debt: Amortising at 1% per annum, interest rate margin of 3.75%, maturing on 20 January 2028. Balance at year-end: £15,670,984 (2024: £15,833,410). For junior debt: Non-amortising, interest rate margin of 8.5%, maturing on 20 January 2028. Balance at year-end: £4,164,000 (2024: £4,164,000). Other loans relate to investor loan notes which carry interest of 12% per annum, maturing on 24 December 2031.
19. | Financial instruments
|  | Group | As restated Group
|  | 2025 | 2024
|  | £ | £
| Financial liabilities |  |
| Preference Shares classified as non-basic financial instruments | 9,618,443 | 9,169,681
| Preference shares not satisfying Paragraph 11.9 of FRS 102 and therefore constituting non-basic financial instruments. The prior year figure disclosed has been restated, this is a presentational correction and no adjustments have been made to the underlying figures in the accounts.
Page 41
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (5,551,490)
| Charged to profit or loss | 961,036
| At end of year | (4,590,454)
| The deferred tax liability set out above relates to accelerated capital allowances that are expected to mature within the same period.
| The deferred tax balance is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (5,552,342) | (6,065,432)
| Losses and other deductions | 961,888 | 513,942
|  | (4,590,454) | (5,551,490)
| Comprising: |  |
| Liability | (4,590,454) | (5,551,490)
The unrecognised deferred tax asset consists of the following:
|  | 2025 | 2024
|  | £ | £
| Unused trade losses | 1,153 | 1,153
| Non-trade loan relationship deficit | 3,256,159 | 2,473,724
|  | 3,257,312 | 2,474,877
The unrecognised deferred tax asset is not recognised due to the uncertainty that it will be possible to utilise in the future. Page 42
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Analysis of net debt
|  | At 1 January 2025 | Non-Cash movements | Cashflows | At 31 December 2025
|  | £ | £ | £ | £
| Cash at bank and in hand | 1,734,585 | - | (1,485,915) | 248,670
| Revolving credit facility | (2,250,000) | - | 2,000,000 | (250,000)
| Bank loans | (19,305,075) | (227,258) | 162,426 | (19,369,907)
| Other loans | (57,838,112) | (7,233,573) | (1,184,250) | (66,255,935)
| Preference shares | (17,227,883) | (2,169,257) | (474,565) | (19,871,705)
|  | (94,886,485) | (9,630,088) | (982,304) | (105,498,877)
22. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 422,404 (2024: 405,392) A Ordinary shares of £0.01 each | 4,225 | 4,055
|  | 127,219 (2024: 122,429) B Ordinary shares of £0.01 each | 1,272 | 1,224
|  | 56,741 (2024: 56,741) C Ordinary shares of £0.01 each | 567 | 567
|  | 1 (2024: 1) Deferred share of $0.01 | - | -
|  |  | 6,064 | 5,846
On 29 August 2025, the company allotted 5,000 A Ordinary shares and 1,394 B Ordinary shares, each with a nominal value of £0.01 and issued fully paid at a premium of £0.99 per share. On 19 December 2025, the company further allotted 12,012 A Ordinary shares and 3,396 B Ordinary shares, also with a nominal value of £0.01 and issued fully paid at a premium of £0.99 per share. The total nominal value of shares issued during the year was £218.02, with total share premium arising of £21,584.
| Shares classified as debt
|  | 2025 £ | 2024 £
| 12,595,072 (2024: 12,120,507) B Preference shares £0.01 each | 125,951 | 121,205
On 29 August 2025, the company allotted 138,396 B Preference shares, and on 19 December 2025, a further 336,269 B Preference shares, all with a nominal value of £0.01 and issued fully paid at a premium of £0.99 per share. Page 43
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Reserves
Share premium account Includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium. Share based payment reserve The company operates an equity-settled share-based payment scheme under which share options are granted to certain employees. The fair value of the services received in exchange for the grant of the options is recognised as an expense over the vesting period, with a corresponding increase in equity through the share-based payment reserve. Profit and loss account Includes all current and prior periods retained profits and losses.
24. | Share-based payments
| During the year the company issued Nil (2024: Nil) C Ordinary shares at an exercise price of £3.75 per share over a vesting period of 5 years. The company has calculated a share-based payment charge of £32,743 (2024: £35,247) in respect of C Ordinary shares vesting in the period based on the Black Scholes method using a risk-free rate of return of 4.59% (2024: 4.59%) and a share price volatility of 40% (2024: 40%).
25. | Pension commitments
The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £314,844 (2024: £386,779). Contributions totalling £24,678 (2024: £23,940) were payable to the fund at the Balance Sheet date and are included in creditors.
26. | Related party transactions
| In accordance with FRS 102 Section 33.1A, the company has not disclosed any related party transactions between this company and its wholly-owned group undertakings. During the year the group incurred management charges of £587,470 (2024: £600,674) from Marlin Equity Partners LLC. The balance of loan notes and accrued interest owing to Marlin-Odin Aggregator L.P. was £66,255,935 (2024: £57,838,112) at the Balance Sheet date. The year end creditor balance related to outstanding management charges with Marlin Equity Partners LLC in the accounts of Odin Bidco Ltd was £759,586 (2024: £292,702).
27. | Subsequent events
There have been no significant events affecting the company since the reporting date. Page 44
ODIN TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
28. | Controlling party
The immediate controlling party is Marlin Heritage Europe Partners II, L.P a Cayman Islands limited partnership. The ultimate controlling party is Marlin Ultimate GP (Cayman), LLC, a Cayman Islands limited liability company.
Page 45