Company registration number 13576496 (England and Wales)
Otrium UK Limited
Financial Statements
For The Year Ended 31 December 2025
Pages For Filing With Registrar
Otrium UK Limited
Contents
Page
Balance sheet
1
Notes to the financial statements
2 - 8
Otrium UK Limited
Balance Sheet
As At 31 December 2025
Page 1
2025
2024
Notes
£
£
ASSETS
Fixed assets
Tangible assets
4
-
0
17,620
Current assets
Debtors
5
-
0
662,653
Cash at bank and in hand
-
0
70,964
-
0
733,617
Total assets
-
0
751,237
CAPITAL, RESERVES AND LIABILITIES
Capital and reserves
Called up share capital
8
-
0
-
0
Other reserves
61,860
61,860
Profit and loss reserves
9
(71,303)
596,717
(9,443)
658,577
Provisions for liabilities
7
-
0
3,348
Creditors: amounts falling due within one year
6
9,443
89,312
Total equity and liabilities
-
0
751,237

The notes on pages 2 to 8 form part of these financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 3 July 2026 and are signed on its behalf by:
Mr F van Valderen
Director
Company registration number 13576496 (England and Wales)
Otrium UK Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Page 2
1
Accounting policies
Company information

Otrium UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is c/o Kpmg Llp, One St. Peter's Square, Manchester, M2 3AE.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At the time of approving the financial statements, the company is in the process of winding down. The company ceased trading in December 2025. During the year, the Board determined that the company no longer serves a strategic or operational purpose within the group and resolved to proceed with winding down the company, subject to the completion of the necessary internal approvals and legal and administrative requirements.

The directors have prepared the financial statements on the basis that the company is no longer a going concern. No material adjustments arose as a result of ceasing to apply the going concern basis. The company is fully reliant on its parent company to cover any expenses arising during the winding down period.

1.3
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

- Recharged costs

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

Recharged costs

Revenue represents amounts charged to fellow group companies. Revenue is recognised when costs are incurred. The revenue and profit before tax are attributable to this one principal activity of the company.

Revenue is recognised by reference to the costs incurred and costs to complete when they can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

Otrium UK Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2025
1
Accounting policies
(Continued)
Page 3
1.4
Tangible fixed assets

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

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

Computers
5 years straight line

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

1.5
Impairment of fixed assets

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

1.6
Cash and cash equivalents

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

1.7
Financial instruments

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.

Otrium UK Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2025
1
Accounting policies
(Continued)
Page 4
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest 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.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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.

1.8
Equity instruments

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.

1.9
Taxation

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

Current tax

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

Deferred tax

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

Otrium UK Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2025
1
Accounting policies
(Continued)
Page 5

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

1.10
Employee benefits

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

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

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

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Share-based payments

The company has an Employee Incentive Plan whereby Share Appreciation Rights ("SAR") are granted that give SAR holders the right to receive a payment in cash by the parent company (Otrium Holding B.V.) upon the occurrence of a triggering event. The SARs payment is provided by the parent, therefore the company recognises the amount to be received from the parent in its equity reserves.

The Employee Incentive Plan qualifies as a cash-settled share based payment.

The SARs are measured at fair value both at initial recognition and subsequent measurement.

The fair value of the SARs is recalculated on each reporting date and on settlement date. Any change in the fair value is recorded in the profit and loss account under employee benefits.

1.13
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Otrium UK Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2025
Page 6
3
Employees

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

2025
2024
Number
Number
Total
10
15
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2025
36,213
Disposals
(36,213)
At 31 December 2025
-
0
Depreciation and impairment
At 1 January 2025
18,593
Depreciation charged in the year
6,939
Eliminated in respect of disposals
(25,532)
At 31 December 2025
-
0
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
17,620
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
0
491,885
Other debtors
-
0
170,768
-
662,653
Otrium UK Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2025
Page 7
6
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
-
0
9,744
Amounts owed to group undertakings
-
0
6,560
Corporation tax
-
0
725
Other taxation and social security
-
0
(9,282)
Other creditors
9,443
81,565
9,443
89,312
7
Provisions for liabilities
2025
2024
£
£
Deferred tax liabilities
-
0
3,348
8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Ordinary of 0.000085p each
1
1
-
0
-
0
9
Profit and loss reserves
2025
2024
£
£
At the beginning of the year
596,717
(19,664)
(Loss)/profit for the year
(668,020)
616,381
At the end of the year
(71,303)
596,717
Otrium UK Limited
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2025
Page 8
10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss 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.

Emphasis of matter

We draw attention to note 1.2 of the financial statements which explains that the directors have begun winding down the company in 2025 and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 1.2. Our opinion is not modified in respect of this matter.

Senior Statutory Auditor:
Mr Athos Louca FCCA
Statutory Auditor:
DJH Audit Limited
Date of audit report:
3 July 2026
11
Parent company

The parent company of Otrium UK Limited is Otrium Holding B.V., incorporated in the Netherlands, which is both the smallest and largest company into which this company is consolidated. Copies of the consolidated accounts can be obtained from its registered office at 15C Danzigerkade, Amsterdam, Netherlands 1013 AP.

The ultimate controlling party is Otrium Holding B.V., a company incorporated in the Netherlands.

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