The directors present the strategic report for the year ended 31 August 2025.

The Company was incorporated as a public limited company on 18 August 2023. The Company was established as a special purpose vehicle to issue notes (“Notes”) under a £2,000,000,000 secured medium term note programme (the “Secured Note Programme”). The Company uses the proceeds of the Note issuances to make loans to body corporates that meet the necessary borrower loan eligibility criteria as specified in the Listing Particulars (the “Listing Particulars”).

The Company has made a profit before tax of £1,388 (2024: loss before tax of £70,442) for the period.

During the year, the Company has issued 9,317,633 (2024: 11,983,354) of Series 1 fixed term 6 year Notes on the Frankfurt Stock Exchange (“Series 1”).

Following the above issuances, the total number of fixed term Notes issued to date is 21,300,987 (2024: 11,983,354).

In accordance with the terms of Series 1 the Company has made 3 secured loans (2024: 2 secured loans) to corporates during the year. Each of the loans are performing in accordance with the respective loan terms.

The Board continues to operate the Company and Note Programme in accordance with the Listing Particulars.

The main financial risks faced by the Company are credit risk, interest rate risk and liquidity risk. A summary of these risks is included below:

• Credit risk is the risks that counterparties will not be able to meet their obligations to the Company as they become due. Credit risk arises on cash and cash equivalent and loans. The ability of the Company’s counterparties to repay their loans is impacted by the performance of the underlying companies of each borrower that form part of the security for each loan.

• Interest rate risk arises from movement in interest rates on the underlying loans granted by the Company. The Company seeks to minimise this risk by utilising fixed interest rates that provide a buffer or interest spread above the interest rate due on the notes.

• Liquidity Risk is the risk that the Company is not able to meet its financial obligations as they fall due as a result of interest or principal repayments being made late. Liquidity risk arises on the Company’s Notes in issue. The risk is addressed by having a diversified portfolio of loans with differing interest rates and interest payment periods that are designed to create the liquidity to meet annual interest payments on the notes.

The key performance indicators of the company are operating profits, cash and investments/loans made. Salient points are:

Director’s statement of compliance with duty to promote the success of the Group:

The Director’s of the Company are aware of the requirement to act in the way they consider, in good faith, would be the most likely to promote the success of the Company for the benefit of its members as a whole. In consider this duty, the Directors considers the following stakeholders.

Shareholders:

The Directors have regular contact with the shareholders in order to maximise the Company’s long-term growth prospects.

Noteholders:

The Directors work to ensure that each loan that is made from the Secured Note Programme is made with the best interest in mind of each holder of Notes.

Suppliers:

The Company has various key supplier relationship which work in unison to ensure the smooth running of the business.

Environmental:

The Company complies as a minimum with all environmental legislation as well as other environmental requirements.

On behalf of the board

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

The principal activity of the company continued to be that of financial intermediation.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

The company operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the company’s activities.

The company does not enter into derivative transactions. The company has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations. In accordance with company’s treasury policy, derivative instruments are not entered into for speculative purposes.

The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk

on floating rate deposits, bank overdrafts and loans.

The company’s principal foreign currency exposures arise from trading with overseas companies. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

In accordance with the company's articles, a resolution proposing that Vision Consulting Accountants Limited be reappointed as auditor of the company will be put at a General Meeting.

The directors are responsible for preparing the annual report and the 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). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing 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;

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

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company’s auditor 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 company’s auditor is aware of that information.

We have audited the financial statements of Odysseus MTN PLC (the 'company') for the year ended 31 August 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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 company's affairs as at 31 August 2025 and of its 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 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.

Emphasis of matter

We draw attention to Note 9 of the financial statements, which sets out information relating to one of the company’s loan investments . Our opinion is not modified in this respect.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 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:

• 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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:

• The nature of the industry and sector, control environment, business performance including the design of the policies and performance targets.

• The results of our enquiries of management.

• Any matters we identified having obtained and reviewed the entity’s documentation of their policies and procedures relating to compliance with regulations;

• Identifying, evaluating and complying with laws and regulations such as companies act 2006 and whether management were aware of any instances of non-compliance.

• Detecting and responding to the risks of fraud and whether management have knowledge of any actual, suspected or alleged fraud.

• The entity's procedures to identify related party transactions.

• The internal controls established to mitigate risks of fraud or non-compliance with laws and regulations and

• The matters discussed among the audit engagement team where fraud might occur in the financial statements and any potential indicators of fraud.

It is common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the entity operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the entity’s ability to operate.

As a result of performing the above, our procedures to respond to risks identified included the following:

• Reviewing the financial statement disclosures and testing to supporting documentation to assess

• compliance with provisions of relevant laws and regulations having a direct effect on the financial

• statements.

• Enquiring the management regarding related party disclosures and transactions outside the normal course of the business.

• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

• In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments.

• Assessing whether the judgments made in making accounting estimates are indicative of a potential bias;

• and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Odysseus MTN PLC is a private company limited by shares incorporated in England and Wales. The registered office is C/O Truva Corp, 30 Bedford Street, London, United Kingdom, WC2E 9ED.

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 sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention,modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

For the year ended 31 August 2025, the company incurred a loss before tax of £1,388 (2024: loss before tax of £70,442). The net current liabilities were £804,290 (2024: £6,411,029 net current assets) and net liabilities were £19,054 (2024: £20,442). The financial statements have been prepared on a going concern basis, the validity of which depends upon the financial support from the directors and owners.true

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

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

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

Interest income from loans and debtors is recognised in profit or loss using the effective interest method over the life of the loan.

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.

Long term loans to other parties are initially measured at amortized cost using the effective interest method and subsequently measured at amortized cost less any accumulated impairment losses. Short term loans to other parties are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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.

The company 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 company's balance sheet when the company 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, 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 method 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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 payments 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.

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 through 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

The following judgements and key estimates have had the most significant effect on amounts recognised in the financial statements.

The Company holds financial assets at amortised cost, including fixed asset investments and debtors. The carrying amount of these assets is subject to impairment testing.

Fixed asset investments and debtors are tested for impairment when there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of these asset. These events include, but are not limited to, significant financial difficulty of the issuer or obligor, default or delinquency in payments, or other observable data indicating a reduction in the expected future cash flows.

The key judgments and estimates involved in the impairment process are as follows:

• Assessment of Credit Risk:

The Company assesses the credit risk associated with each financial asset, including fixed asset investments and debtors. This includes determining the likelihood of default and the ability of the borrower to meet repayment obligations. Judgment is required in evaluating whether there has been a significant increase in credit risk since the initial recognition.

• Impairment of Financials Assets:

Impairment is recognized when there is objective evidence of impairment, such as a significant deterioration in creditworthiness. The estimation of impairment involves assumptions about future cash flows, which are based on the borrower’s financial performance, repayment capacity, and other relevant information.

The carrying amount of these financial assets at amortised cost is reviewed regularly, and adjustments are made if new information becomes available or if judgments and estimates change.

The Company incurred setup costs during period 31 August 2024 related to the listing of its debentures on the stock exchange and the issuance of its debentures. These costs primarily include listing fees, incorporation costs and initial legal and professional consultancy charges. These costs are not expected to recur in the future.

These setup costs do not meet the recognition criteria of an asset and have been expensed in the period in which they were incurred.

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

Their aggregate remuneration comprised:

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:

Included within investments is an amount of £13,517,802 (2024: £6,308,627) owed by the borrower of Loan 2. The operations of this borrower remain at an early stage and the related activities are continuing to develop. Accordingly, the timing of cash realisation is dependent on the progression of those activities and the delivery of the underlying business plans. This indicates an uncertainty as to whether the balance owed is recoverable but having considered forecasts and supporting documentation, the directors remain satisfied as to the recoverability of the balance.

Accordingly, no provision for impairment has been recognised, as the directors consider the balance to be recoverable in full based on forecasts provided by the borrower of Loan 2, together with agreements and correspondence evidencing the commencement and progression of activities expected to generate sufficient returns.

The loan has been provided on the following terms:

Loan 1:

Principal amount: £8,000,000 (2024: £5,500,000).

Interest rate: 7.3% per annum, payable quarterly.

Repayment terms: Principal amount repayable at the end of the loan term with the repayment due on 24 May 2029.

At the reporting date, the carrying amount of the loan is £8,253,749 (2024: £5,620,249) with £8,000,000 (2024: £5,500,000) classified as non-current and £244,800 (2024: £108,900) classified as current. Interest income recognised during the year amounted to £479,100 (2024: £108,900). £8,949 (2024: £11,349) represents the unamortised portion of the transaction costs incurred in the arrangement of this loan.

Loan 2:

The company provided a loan facility of £5,000,000 on 27 December 2023, which was later extended to £7,500,000 on 14 June 2024, followed by another extension granted on 3 December 2024, increasing it to £15,000,000. On 2 May 2025, the loan facility was extended to £20,000,000.

The drawdown amount at the year-end, along with the terms, is listed below:

Drawdown amount: £12,207,800 (2024: £6,024,800).

Interest rate: 10% per annum, payable on repayment.

Repayment terms: The principal amount was repayable at the end of the loan term, with repayment due on 27 December 2024. However, the repayment date has been extended by 12 months to 27 December 2025 and, on 2 May 2025, the loan facility was extended by 35 months to 4 December 2028.

At the reporting date, the carrying amount of the loan is £13,517,824 (2024: 6,308,627). Interest income recognized during the year amounted to £964,367 (2024: £222,079). Arrangement fee income recognised during the year was £61,830 (2024: 60,248).

Loan 3:

During the year, the company provided a loan facility of £5,000,000.

The drawdown amount at the year-end, along with the terms, is listed below:

Drawdown amount: £600,000 (2024: Nil).

Interest rate: 7%, payable on agreed dates.

Repayment terms: The principal amount is repayable at the end of the loan term, with repayment due on 31 August 2029.

At the reporting date, the carrying amount of the loan is £612,197 (2024: Nil) with £600,000 (2024: Nil) classified as non-current and £12,197 (2024: Nil) classified as current. Interest income recognized during the year amounted to £12,197 (2024: Nil).

The company issued debentures following its listing on the Frankfurt Stock Exchange on 27 September 2023. The debentures have been issued under the following terms:

Principal Amount: £21,300,987 (2024: 11,983,354).

Interest Rate: 6.5% per annum, payable annually.

These debentures are secured for the benefit of the debenture holders by a fixed, first-priority charge over the company’s secured assets. The secured assets include the borrower’s loans, financial collateral assets, and each Borrower Deed of Charge.

Maturity Date: 27 September 2029.

The company has provided a loan facility of £10 million to another party of which £2.7 million (2024: £2.7 million) has been drawn down as of 31 August 2025 under a sub-participation agreement with the risks and rewards associated with the loan being fully transferred to the participants.

Called-up Share Capital Not Paid :

As at 31 August 2025 the company's issued share capital included the following amounts that remain unpaid:

Class of Shares    Number of Shares    Par Value per Share    Total Amount Unpaid

Ordinary Shares     37,500            £1.00            £37,500.

Debentures amounting to £4,100,000 were issued after the year end.

As at the year end, Odysseus MTN PLC is wholly owned by Truva Share Trustee Limited.

The ultimate controlling party is A Deniz.