Company registration number 10462853 (England and Wales)
ODIN HOLDINGS (UK) LIMITED
CONSOLIDATED ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ODIN HOLDINGS (UK) LIMITED
COMPANY INFORMATION
Directors
A Mehta
R Mehta
Company number
10462853
Registered office
Ibex House
61-65 Baker Street
Weybridge
Surrey
KT13 8AH
Auditor
MGI Midgley Snelling LLP
Ibex House
Baker Street
Weybridge
Surrey
KT13 8AH
ODIN HOLDINGS (UK) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10 - 11
Group balance sheet
12 - 13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 40
ODIN HOLDINGS (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present their strategic report for the year ended 31 December 2024. The directors aim to present a balanced and comprehensive review of the development and performance of the group's and company’s business during the year and its position at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties that the group and company faces.

Odin Holdings (UK) Limited is the holding company of a group of companies whose principal activities are those of pharmaceutical sales and production of pharmaceutical products in house for external sales.

Statement by the directors in performance of their duties in accordance with 172(1) Companies Act 2006.

The directors of the company consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company and group for the benefit of its members as a whole in the decisions taken during the year to 31 December 2024.

The statements below explain how the requirements of S172 have been met.

The likely consequences of any decision in the long term: The directors consider the likely consequences of any decision in the long-term. Details of any decisions made regarding dividends can be found in the directors’ report.

Engaging with our employees: The directors recognise that employees are fundamental and core to our business. The success of the business depends on attracting, retaining and motivating employees. The directors consider the implications of decisions on employees and the wider workforce, where relevant and feasible.

Engaging with our suppliers and customers: Delivering our strategy requires strong relationships with suppliers and customers which is promoted throughout the company and group.

Community and the environment: The company and group’s approach is to create positive change for the people and communities which we interact with.

Maintaining a reputation for high standards of business conduct: The directors adopt positive business values for the company. The general business principles adopted help the company and group act in line with these values and comply with relevant laws and regulations.

The need to act fairly as between members of the company: Our intention is to behave responsibly towards our shareholders and treat them fairly so they benefit from the success of the company.

Review of business

The results of the group for the year are shown in the Consolidated Statement of Comprehensive Income on page 9.

2024 saw a decrease in turnover for the Odin group with a decline of 21% from £56.9m in 2023 to £45.2m in 2024. Gross profit margins increased, rising from a margin of 34% in 2023 to a margin of 35% in 2024.

The performance reflects a year where the Group has been working on restructuring its debt in order to generate additional working capital. The first phase of this was completed in November 2025, with the second and final phase expected to conclude in Q3 2026. External economic factors have continued to adversely impact the Group's cost base.

The business has continued to successfully validate and launch multiple products in it’s manufacturing facility for both UK and International markets. The Group also performed extremely well during the latest MHRA regulatory audit in the UK and several customer audits of the facility of their primary subsidiary.

The Group has continued to diversify its customer base and has built a strong platform for sales growth once the benefits from the restructuring activities are unlocked.

Despite the progress made through refinancing activities, the disposal of overseas operations and the introduction of new funding facilities, the Group continues to face significant trading and liquidity challenges. The Group remains dependent on achieving forecast trading performance and securing sufficient funding to support future operations and growth plans.

ODIN HOLDINGS (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

The Group operates in an environment that has a number of operational and financial risks. The key business risks affecting the Group are considered to be competition from other businesses within the industry and development of internal production.

The Group has some risk in respect of currency fluctuations as the Group operates across multiple currencies. Group companies source products in GBP/USD/EUR/AUD and the Group can be exposed to favourable or adverse currency fluctuations if no steps are taken to mitigate the risk. The Group adopts a number of measures to minimise the currency exposure to reduce the risk.

The Group operates in an environment that presents several operational and financial risks to be managed. The key business risks affecting the Group are considered by the directors to be delays in product development, delays with product being supplied through the supply-chain, increasing costs, delays in Regulatory approval and managing cashflow requirements.

The Group's ability to secure sufficient funding and maintain adequate liquidity remains a key risk. Whilst a number of financing initiatives have been completed since the year end, the Group continues to require funding to support its operations and future growth plans. Failure to obtain sufficient funding could adversely affect the Group's ability to execute its strategic objectives.

Developments

The Group continues to contract out research and development activities for new product developments and launched several products during the year, it has also taken on several development projects to develop in-house for third parties. The business expects to have a continual flow of new product launches in the coming period.

Key performance indicators

A key performance indicator is the % of products commercialised out of the Group’s product portfolio, this % has increased during the period and is expected to increase significantly through 2024-2026 and will see the Group’s investment in intellectual property start to reap rewards.

The most significant non-financial KPI's of the Group are quality of service provided, staff retention and customer satisfaction. The directors are satisfied with the Group’s performance on all of these KPI’s.

On behalf of the board

R Mehta
Director
12 August 2026
ODIN HOLDINGS (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that of the trading of pharmaceutical products.

Results and dividends

The results for the year are set out on pages 10 to 11.

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

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

Directors

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

A Mehta
R Mehta
Energy and carbon report

The below table and supporting narrative summarise the Streamlined Energy and Carbon Reporting (SECR) disclosure in line with the requirements for a “large” unquoted company, as per The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The disclosure also extends beyond the scope of a “large” unquoted company and includes emissions and energy consumption from the combustion of all fuels used in activities of the company.

2024
Energy consumption
kWh
Aggregate of energy consumption in the year
4,784,351
2024
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
102.12
- Fuel consumed for owned transport
-
102.12
Scope 2 - indirect emissions
- Electricity purchased
990.36
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
-
Total gross emissions
1,092.48
Intensity ratio
Tonnes CO2e per £1,000,000 revenue
21.08
ODIN HOLDINGS (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1,000,000, the recommended ratio for the sector.

Measures taken to improve energy efficiency

The Group is in the process of reviewing its energy contracts and any non-renewable source will be fully replaced by 100% renewable source for the purchased gas and electricity to reduce its CO2 emissions and the related environmental impact.

Statement of directors' responsibilities

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 group and company, and of the profit or loss of 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;

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

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

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

Statement of disclosure to auditor

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

ODIN HOLDINGS (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Going concern

The Group continues to work towards achieving a positive EBITDA and has made good progress with new product validations and increasing plant utilisation. Since the year end the Group's facilities has been inspected by MHRA, with the facility and personnel receiving high praise from the inspectors resulting in a very successful outcome.

Whilst the Group continues to make progress towards achieving it’s financial goals it has secured additional equity investment and shareholder funding since the year end and has been working on a wider full restructuring of its external debt, the results of which will only be seen in 2026.

Part of the restructuring activities include the divestment of the Group's Non-UK subsidiary entities, with a sale being completed in November 2025 to provide additional funding to the business.

Further information on the Group's going concern position, including recent financing and liquidity measures, can be found in Note 1.3 to the financial statements.

Whilst the directors have successfully completed a number of financing and restructuring transactions since the year end, the Group continues to incur losses and remains reliant on future trading improvements and access to additional funding. The directors continue to pursue further funding opportunities and monitor the Group's liquidity position closely.

As a result of the above, the directors have prepared the accounts on a going concern basis.

On behalf of the board
R Mehta
Director
12 August 2026
ODIN HOLDINGS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ODIN HOLDINGS (UK) LIMITED
- 6 -

Disclaimer of opinion on financial statements

We were engaged to audit the financial statements of Odin Holdings (UK) Limited (the 'company') and the consolidated accounts of the group for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance sheet, Statement of Changes in Equity, Cash Flow statement 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 conformity with the requirements of the Companies Act 2006.

We do not express an opinion on the accompanying financial statements of the Company and Group. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

The directors have prepared the financial statements on the going concern basis and have concluded that the Company and Group will have sufficient resources to continue in operational existence for the foreseeable future.

We were unable to satisfy ourselves by alternative means concerning the going concern of the Company and Group for the year ended 31 December, nor were we able to obtain sufficient evidence to support the directors' assessment of the Company and Group's ability to continue as a going concern. In particular, we were not provided with adequate forecasts, funding arrangements, or other supporting evidence to enable us to assess whether the Company and Group ha ve access to sufficient financial resources to meet their liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements.

Consequently, we were unable to determine whether any adjustments might have been necessary in respect of the appropriateness of the going concern basis of preparation, or whether the financial statements should have been prepared on an alternative basis. The effects of any such adjustments could be material to the financial statements.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the basis for the disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of our audit:

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

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

ODIN HOLDINGS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ODIN HOLDINGS (UK) LIMITED
- 7 -
Matters on which we are required to report by exception

Notwithstanding our disclaimer of an opinion on the financial statements, i n the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit performed subject to pervasive limitation described above, we have not identifie d material misstatements in the strategic report or the directors' r eport.

Arising from the limitation of our work referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit: and

- we were unable to determine whether adequate accounting records have been kept.

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:

- 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;

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

However, because of the matter described in the basis of disclaimer of opinion section of our report, we were not able obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

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.

ODIN HOLDINGS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ODIN HOLDINGS (UK) LIMITED
- 8 -

In planning and designing our audit tests, we identify and assess the risks of material misstatements within the financial statements, whether due to fraud or error. Our assessment of these risks includes consideration of the nature of the industry and sector, the control environment and the business performance along with the results of our enquiries of management, about their own identification and assessment of the risks of irregularities. We are also required to perform specific procedures to respond to the risk of management override.

As a result of this assessment, we considered the opportunities and incentives that may exist within the group and parent company for fraud and identified that the greatest area of risk was in relation to management override, the impairment of stock, completeness of income, debtor recoverability, going concern and the impairment of intangible assets.

We have obtained an understanding of the legal and regulatory frameworks that the group and parent company operates in from discussions with the directors and our knowledge of the group and its industry sector. We have focussed on the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, local tax legislation and MHRA regulations.

We performed the following audit procedures after consideration of the above risks which included the following:

- impairment testing in relation to stock and intangible assets;

- review of after balance sheet date receipts;

- review of sales invoices during the period and either side of the year end;

- review of after date events and financing arrangements;

- enquiry of management of actual and potential litigation and claims;

- reviewing minutes of meetings of those charged with governance;

- reviewing correspondence with HMRC and the company’s legal advisors;

- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements 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.

The engagement partner has assessed that all engagement team members were made aware of the relevant laws and regulations and potential fraud risks and were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities 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.

ODIN HOLDINGS (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ODIN HOLDINGS (UK) LIMITED
- 9 -
Tracey Wickens (Senior Statutory Auditor)
For and on behalf of MGI Midgley Snelling LLP, Statutory Auditor
Chartered Accountants
Ibex House
Baker Street
Weybridge
Surrey
KT13 8AH
12 August 2026
ODIN HOLDINGS (UK) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2024
operations
operations
2023
Notes
£
£
£
£
£
£
Turnover
3
15,443,738
29,761,367
45,205,105
28,113,611
28,767,325
56,880,936
Cost of sales
(11,703,525)
(17,551,759)
(29,255,284)
(21,987,095)
(15,641,404)
(37,628,499)
Gross profit
3,740,213
12,209,608
15,949,821
6,126,516
13,125,921
19,252,437
Administrative expenses
(19,464,896)
(13,256,785)
(32,721,681)
(15,406,409)
(11,382,394)
(26,788,803)
Other operating income
-
1,131,580
1,131,580
-
756,585
756,585
Operating loss
4
(15,724,683)
84,403
(15,640,280)
(9,279,893)
2,500,112
(6,779,781)
Interest receivable and similar income
8
244,245
62,695
306,940
266,323
87,721
354,044
Interest payable and similar expenses
9
(3,006,823)
(462,472)
(3,469,295)
(2,057,857)
(251,512)
(2,309,369)
Loss before taxation
(18,487,261)
(315,374)
(18,802,635)
(11,071,427)
2,336,321
(8,735,106)
Tax on loss
10
307,894
(336,547)
(28,653)
-
(619,862)
(619,862)
Loss for the financial year
(18,179,367)
(651,921)
(18,831,288)
(11,071,427)
1,716,459
(9,354,968)
Other comprehensive income
Currency translation differences
(231,079)
96,040
Total comprehensive income for the year
(19,062,367)
(9,258,928)
ODIN HOLDINGS (UK) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2024
operations
operations
2023
Notes
£
£
£
£
£
£
- 11 -
Loss for the financial year is attributable to:
- Owner of the parent company
(13,405,432)
(7,136,679)
- Non-controlling interests
(5,425,856)
(2,218,289)
(18,831,288)
(9,354,968)
Total comprehensive income for the year is attributable to:
- Owner of the parent company
(13,628,986)
(7,029,742)
- Non-controlling interests
(5,433,381)
(2,229,186)
(19,062,367)
(9,258,928)

The notes on pages 18 to 40 form part of these financial statements.

ODIN HOLDINGS (UK) LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
13
5,292
10,584
Other intangible assets
13
12,764,637
12,470,672
Total intangible assets
12,769,929
12,481,256
Tangible assets
14
19,953,992
15,683,710
32,723,921
28,164,966
Current assets
Stocks
18
15,117,471
16,633,989
Debtors falling due after more than one year
19
-
0
3,164,643
Debtors falling due within one year
19
6,266,420
8,702,753
Cash at bank and in hand
1,812,764
8,701,308
23,196,655
37,202,693
Creditors: amounts falling due within one year
20
(46,467,861)
(37,138,939)
Net current (liabilities)/assets
(23,271,206)
63,754
Total assets less current liabilities
9,452,715
28,228,720
Creditors: amounts falling due after more than one year
21
(33,520,118)
(35,543,863)
Provisions for liabilities
Deferred tax liability
23
51,748
261,420
(51,748)
(261,420)
Net liabilities
(24,119,151)
(7,576,563)
Capital and reserves
Called up share capital
25
100
100
Profit and loss reserves
(24,450,863)
(11,165,917)
Equity attributable to owner of the parent company
(24,450,763)
(11,165,817)
Non-controlling interests
331,612
3,589,254
Total equity
(24,119,151)
(7,576,563)

The notes on pages 18 to 40 form part of these financial statements.

ODIN HOLDINGS (UK) LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
31 December 2024
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 12 August 2026 and are signed on its behalf by:
12 August 2026
R Mehta
Director
Company registration number 10462853 (England and Wales)
ODIN HOLDINGS (UK) LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 14 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors
19
100
100
Creditors: amounts falling due within one year
20
(107,474)
(82,694)
Net current liabilities
(107,374)
(82,594)
Capital and reserves
Called up share capital
25
100
100
Profit and loss reserves
(107,474)
(82,694)
Total equity
(107,374)
(82,594)

The notes on pages 18 to 40 form part of these financial statements.

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £24,780 (2023 - £18,828 loss).

The financial statements were approved by the board of directors and authorised for issue on 12 August 2026 and are signed on its behalf by:
12 August 2026
R Mehta
Director
Company registration number 10462853 (England and Wales)
ODIN HOLDINGS (UK) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
Balance at 1 January 2023
100
(4,417,755)
(4,417,655)
(2,146,803)
(6,564,458)
Year ended 31 December 2023:
Loss for the year
-
(7,136,679)
(7,136,679)
(2,218,289)
(9,354,968)
Other comprehensive income:
Currency translation differences
-
96,040
96,040
-
96,040
Amounts attributable to non-controlling interests
-
10,897
10,897
(10,897)
-
Total comprehensive income
-
(7,029,742)
(7,029,742)
(2,229,186)
(9,258,928)
Adjustment to non-controlling interest loans
-
281,580
281,580
(281,580)
-
Purchase of shares in subsidiary by non-controlling interest
-
-
-
8,246,823
8,246,823
Balance at 31 December 2023
100
(11,165,917)
(11,165,817)
3,589,254
(7,576,563)
Year ended 31 December 2024:
Loss for the year
-
(13,405,432)
(13,405,432)
(5,425,856)
(18,831,288)
Other comprehensive income:
Currency translation differences
-
(231,079)
(231,079)
-
(231,079)
Amounts attributable to non-controlling interests
-
7,525
7,525
(7,525)
-
Total comprehensive income
-
(13,628,986)
(13,628,986)
(5,433,381)
(19,062,367)
Adjustment to non-controlling interest loans
-
344,040
344,040
(344,040)
-
Issue of shares in subsidiary to non-controlling interest
-
-
-
2,170,401
2,170,401
New non-controlling interest loans
-
-
-
349,378
349,378
Balance at 31 December 2024
100
(24,450,863)
(24,450,763)
331,612
(24,119,151)

The notes on pages 18 to 40 form part of these financial statements.

ODIN HOLDINGS (UK) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
(63,866)
(63,766)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(18,828)
(18,828)
Balance at 31 December 2023
100
(82,694)
(82,594)
Year ended 31 December 2024:
Profit and total comprehensive income
-
(24,780)
(24,780)
Balance at 31 December 2024
100
(107,474)
(107,374)

The notes on pages 18 to 40 form part of these financial statements.

ODIN HOLDINGS (UK) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
31
(4,638,904)
(8,274,972)
Interest paid
(3,469,295)
(2,309,369)
Income taxes paid
(238,325)
(449,577)
Net cash outflow from operating activities
(8,346,524)
(11,033,918)
Investing activities
Purchase of intangible assets
(1,249,498)
(2,074,408)
Purchase of tangible fixed assets
(6,782,644)
(2,072,398)
Proceeds from disposal of tangible fixed assets
-
2,387
Interest received
306,940
319,325
Net cash used in investing activities
(7,725,202)
(3,825,094)
Financing activities
Proceeds from issue of preferred shares in subsidiaries
2,170,401
8,246,823
Bank loan advance
2,162,267
4,892,457
Proceeds from borrowings
6,513,819
5,536,053
Repayment of bank loans
(1,640,016)
-
Repayment of borrowings
(23,289)
-
Net cash generated from financing activities
9,183,182
18,675,333
Net (decrease)/increase in cash and cash equivalents
(6,888,544)
3,816,321
Cash and cash equivalents at beginning of year
8,701,308
4,884,987
Cash and cash equivalents at end of year
1,812,764
8,701,308

The notes on pages 18 to 40 form part of these financial statements.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
1
Accounting policies
Company information

Odin Holdings (UK) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ibex House, Baker Street, Weybridge, Surrey, KT13 8AH.

The group consists of Odin Holdings (UK) Limited and all of its subsidiaries.

1.1
Accounting convention

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 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.

The consolidated financial statements incorporate those of Odin Holdings (UK) Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). If subsidiaries are acquired during the year these are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 December 20 24. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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

The Company has taken advantage of the exemption under FRS 102, section 1.12, in not preparing a cashflow statement for the parent company.

1.2
Basis of consolidation

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

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

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

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -

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

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

1.3
Going concern

The group had a difficult 2024 which led into 2025 with significant losses being made. However, a number of events have occurred which has resulted in significant cash f low being introduced into the group and has allowed for a restart of significant parts of the supply chain and allow the launch of new products which have been delayed because of working capital constraints. The events are as follows:- - The group has completed the sale of its shares in Noumed Pharmaceuticals Pty Limited and Noumed Pharmaceuticals Limited for a total consideration of AU$18 million. The purchase price was settled in three tranches: AU$6 million on closing, AU$6 million within 20 business days of closing, and AU$6 million by 31 December 2025. - A n accounts receivable facility of £4 million has been put in place, with an accordion feature up to a maximum of £8 million as sales and receivables grow. The facility was active from November 2025. - A related party has provided a new loan facility of up to £750,000. - A refinancing facility of £1 4 million, of which £12.8 million has been drawn to date, primarily secured against the assets of Noumed Life Sciences Limited. This has allow ed for the current bank debt to be repaid. - A sale and leaseback transaction has been completed on the premises that the UK subsidiary currently rent from a related party for a total consideration of £11.5 million, with an annual rent of £1,075,000. A rent deposit of £1.5 million will be held and released upon the subsidiary achieving four consecutive quarters of positive EBITDA. This provides funds in the group that the group can draw down on to support future growth and profitability. Furthermore, written support has also been provided by the ultimate beneficial owner, that financial support will be provided to allow the group to continue trading as a going concern and discharge its debts for the next twelve months from the date of these accounts have been approved. After 12 months have passed, 3 months notice needs to be provided if such support is to be discontinued. Notwithstanding the actions taken, the Group continues to incur losses and remains dependent on future trading performance and access to ongoing funding support. The directors have prepared forecasts and cash flow projections which demonstrate that additional funding will be necessary to support the Group's future activities. The directors continue to pursue a number of funding options and believe that appropriate support will be available as required. As a result of the above, the directors have prepared the accounts on a going concern basis.

1.4
Turnover

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

1.5
Research and development expenditure

Research expenditure is included in the comprehensive income in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

1.7
Intangible fixed assets other than goodwill

Intangible assets comprise of licences granted and under development. The products to which the licences relate are defined as having finite useful lives and therefore the licences are amortised on a straight line basis over the period of time that the group expects to benefit from sales of the pharmaceutical products to which they relate.

Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired. The following amortisation bases are applied:

Patents & licences
7 to 10 years after the first commercial sale

Intangible assets held by the group relate to licenses for pharmaceutical products the group intends to distribute. As certain products are still in the development phase in some cases, the products are not amortised until the group has started selling the product.

1.8
Tangible fixed assets

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

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

Leasehold improvements
5 - 10 years
Plant and equipment
10% - 33% on cost
Fixtures and fittings
10% - 33% on cost
Office equipment
10% - 33% on cost

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

Depreciation is charged once an asset has been brought into use.

1.9
Fixed asset investments

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

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -

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

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

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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).

Intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Cost is calculated using the weighted average method.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
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.

1.13
Financial instruments
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

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

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

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial assets

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

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.

Other financial liabilities

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 though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.14
Equity instruments

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

1.15
Taxation

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

Current tax

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

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
Deferred tax

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

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

1.16
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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

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

1.18
Leases

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

1.19
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

The accrual model is used. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

1.20
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.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
1.21

Other operating income

Other operating income is recognised when control of the related goods or services has transferred to the customer and the amount of income can be measured reliably. Income is measured at the fair value of the consideration received or receivable, net of value added tax and trade discounts.

Other operating income is recognised in the accounting period in which the related goods are supplied or services are rendered.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Tangible fixed assets

Determine whether there are indicators of impairment of the group's tangible assets. Factors taken into consideration when reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Intangible assets

Intangible fixed assets relate to licences granted to the group enabling the sale of certain pharmaceutical products. The licences themselves are considered to have indefinite useful lives, however, the products are considered to have finite useful lives. The licences are therefore amortised over the useful lives of the pharmaceutical products to which they relate, which for all products, is considered to be 10 years. The valuation of the assets are then reviewed annually. In re-assessing asset value, factors such as the expected sales of the product and current gross profit margins achieved are taken into consideration. Judgement is made on whether an impairment adjustment should be made for any of the assets based on whether sales will be expected in relation to the licensed items and whether the gross profit of the product will exceed the cost of the licence over the product's useful life.

Stock

Determine whether any provision is required against slow moving or obsolete stock items. These decisions will depend on an assessment of the expiry date of the goods held in stock at the balance sheet date along with a physical inspection to identify any damaged stock items.

Operating leases

Determine whether leases entered into by the group as a lessee are either operating leases or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 25 -
Debtor recoverability

Determine whether there are any debtors that have been overdue for an extended period of time, or there is any indication of any customers who may be facing financial problems. The group regularly reviews the overdue debit balances and significant other debtors and determines based on either their previous trading experience with the customer, or their knowledge of the other debtors whether a repayment should be expected.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the asset and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as the working condition of the assets and whether the assets are still in use are both taken into account.

Intangible fixed assets

Intangible assets are included in the accounts at the cost price of all associated expenditure in preparing and certifying the associated licence. The group performs a review of the expected amortisation of the asset, based on the expected useful life of the asset, against the expected gross profit of all items that have been issued in relation to the asset. If the gross profit is lower than the amortisation for the period with no reasonable explanation or justification, the asset is impaired so that the combined amortisation and impairment for the period will match the gross profit of the licence for the period and going forward. The group prepares a schedule reviewing the future expected sales of the licence products and the effective gross profit per year expected, and compares this to the annual amortisation for any indication of a product's gross profit being lower than the cost of the licence for the period.

Debtor recoverability

Aged debtors are included in the group accounts at the value of all invoices outstanding at the year end less any partial payments made by customers. The group reviews outstanding debtors due from customers, considering both the historic payment patterns and the ongoing correspondence. If there is any significant doubt regarding the recoverability of a debtor, the amount will be impaired in full, unless there has been an indication via correspondence that the customer intends to partially pay a balance, in which case the expected outstanding balance will be impaired.

Valuation of stock

Stock held by the group is included in the accounts at the average purchase price of the item. This is considered to be a reasonable and acceptable valuation method, however, stock items are also reviewed to their current sales price, if available, or the most recent purchase price and, if deemed necessary, an impairment adjustment is made based on the possible losses of a reduced net realisable value. The group also prepares a provision based on stock that is due to expire or has expired; the expired stock is provided for in full, and any stock expiring in the six months following the year end reviewed on an individual basis in anticipation of possible sales of the stock due to expire.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
44,969,953
56,352,963
Sale of services
235,152
527,973
45,205,105
56,880,936
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
14,933,988
28,156,292
Oceania
30,050,257
28,625,644
Europe
170,589
99,000
Asia
50,271
-
45,205,105
56,880,936
2024
2023
£
£
Other revenue
Interest income
306,940
319,325
Other operating income
1,131,580
756,585
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging:
Exchange losses
263,995
117,750
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
376,293
34,719
Depreciation of owned tangible fixed assets
2,372,832
2,584,884
Loss on disposal of tangible fixed assets
1,982
-
Amortisation of intangible assets
534,489
419,881
Impairment of intangible assets
188,304
193,943
Loss on disposal of intangible assets
-
67,212
Operating lease charges
1,120,955
1,048,562
ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
15,000
15,000
Audit of the financial statements of the company's subsidiaries
19,500
18,000
34,500
33,000
For other services
All other non-audit services
13,820
5,100
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Management
9
9
2
2
Production
83
85
-
-
Administration
83
81
-
-
Total
175
175
2
2

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
7,651,655
7,258,976
-
0
-
0
Social security costs
550,025
585,243
-
-
Pension costs
698,314
675,522
-
0
-
0
8,899,994
8,519,741
-
0
-
0
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
190,000
190,000

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 0).

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
63,251
88,547
Other interest income
243,689
230,778
Total interest revenue
306,940
319,325
Other income from investments
Exchange differences
-
0
34,719
Total income
306,940
354,044
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,347,671
1,156,159
Other interest on financial liabilities
2,100,372
1,090,577
3,448,043
2,246,736
Other finance costs:
Other interest
21,252
62,633
Total finance costs
3,469,295
2,309,369
10
Taxation
2024
2023
£
£
Current tax
Tax relating to prior year adjustments recognised in profit or loss
(307,894)
-
0
Foreign tax on profits for the current period
582,815
449,577
Total current tax
274,921
449,577
Deferred tax
Origination and reversal of timing differences
(246,268)
170,285
Total tax charge
28,653
619,862
ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 29 -

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

2024
2023
£
£
Loss before taxation
(18,802,635)
(8,735,106)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(4,700,659)
(2,052,750)
Tax effect of expenses that are not deductible in determining taxable profit
1,020,878
116,307
Tax effect of utilisation of tax losses not previously recognised
-
0
(245,497)
Unutilised tax losses carried forward
3,659,838
2,017,013
Change in deferred tax assets
(246,267)
170,285
Depreciation in excess of capital allowances
267,224
140,466
Prior year research and development tax credit
(307,894)
-
0
Other non-reversing timing differences
-
0
2,287
Other permanent differences
246,668
326,983
Effect of overseas tax rates
86,432
126,256
Amortisation of goodwill
1,825
1,243
Pension adjustment
608
(382)
General provisions
-
0
17,651
Taxation charge
28,653
619,862

Tax losses of £42,405,202 (2023: £29,075,228) are available to carry forward to offset against future profits.

Deferred tax of £8,952,504 (2023: £5,651,607) has not been recognised in the accounts in relation to group companies.

11
Discontinued operations
Discontinued operations

During October 2025 the group entered into a sale agreement to dispose of two of the subsidiary companies. The disposal was effected in order to generate cash flow for the ongoing trading of the continuing group companies. The sale was completed on 24 October 2025.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Intangible assets
13
188,304
193,943
Recognised in:
Administrative expenses
188,304
193,943

13
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 January 2024
368,430
13,795,362
14,163,792
Additions
-
0
1,249,498
1,249,498
Exchange adjustments
-
0
(254,354)
(254,354)
At 31 December 2024
368,430
14,790,506
15,158,936
Amortisation and impairment
At 1 January 2024
357,846
1,324,690
1,682,536
Amortisation charged for the year
5,292
529,197
534,489
Impairment losses
-
0
188,304
188,304
Exchange adjustments
-
0
(16,322)
(16,322)
At 31 December 2024
363,138
2,025,869
2,389,007
Carrying amount
At 31 December 2024
5,292
12,764,637
12,769,929
At 31 December 2023
10,584
12,470,672
12,481,256
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.

More information on impairment movements in the year is given in note 12.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
14
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Office equipment
Total
£
£
£
£
£
Cost
At 1 January 2024
10,251,662
12,822,759
800,047
521,845
24,396,313
Additions
6,250,347
420,840
68,098
43,359
6,782,644
Disposals
-
0
(3,208)
-
0
-
0
(3,208)
Exchange adjustments
(58,478)
(74,550)
(2,803)
(19,676)
(155,507)
At 31 December 2024
16,443,531
13,165,841
865,342
545,528
31,020,242
Depreciation and impairment
At 1 January 2024
3,109,685
4,508,686
737,005
357,227
8,712,603
Depreciation charged in the year
972,687
1,285,722
44,844
69,579
2,372,832
Eliminated in respect of disposals
-
0
(1,939)
-
0
-
0
(1,939)
Exchange adjustments
(2,350)
(5,214)
(810)
(8,872)
(17,246)
At 31 December 2024
4,080,022
5,787,255
781,039
417,934
11,066,250
Carrying amount
At 31 December 2024
12,363,509
7,378,586
84,303
127,594
19,953,992
At 31 December 2023
7,141,977
8,314,073
63,042
164,618
15,683,710
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
-
0
-
0
-
0
Investments in associates
17
-
-
0
-
0
-
0
-
0
-
0
-
0
-
0
ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Fixed asset investments
(Continued)
- 32 -
Movements in fixed asset investments
Group
Associate
£
Cost or valuation
At 1 January 2024 and 31 December 2024
519
Impairment
At 1 January 2024 and 31 December 2024
519
Carrying amount
At 31 December 2024
-
At 31 December 2023
-
0
Movements in fixed asset investments
Company
Shares in group undertakings
£
Cost or valuation
At 1 January 2024 and 31 December 2024
7,000
Impairment
At 1 January 2024 and 31 December 2024
7,000
Carrying amount
At 31 December 2024
-
At 31 December 2023
-
16
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Noumed Life Sciences Limited
Noumed House, Shoppenhangers Road, Maidenhead, SL6 2RB, United Kingdom
Ordinary shares
70.00
-
Noumed Pharmaceuticals Pty Limited
Level 5, 6-10 O'Connell Street, Sydney, NSW, 2000
Ordinary shares
0
49.00
Noumed Pharmaceuticals Limited
Level 2, Fidelity House, 81 Carlton Gore Road, Newmarket, Auckland, 1023 New Zealand
Ordinary shares
0
49.00

Odin Holdings (UK) Limited is deemed to have control over Noumed Pharmaceuticals Limited and Noumed Pharmaceuticals Pty Limited.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
17
Associates

Details of associates at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Avallon Pharmaceuticals Pty Ltd
Level 5, 6 O'Connell Street, Sydney, NSW 2000, Australia
Ordinary shares
0
35
18
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
5,718,060
9,794,904
-
-
Finished goods and goods for resale
9,399,411
6,839,085
-
0
-
0
15,117,471
16,633,989
-
-

The total provision against slow moving and obsolete stock as at 31 December 2024 was £350,858 (2023: £603,665).

19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,505,010
6,642,895
-
0
-
0
Amounts owed by undertakings in which the company has a participating interest
-
0
731,285
-
0
-
0
Other debtors
482,600
25,259
100
100
Prepayments and accrued income
1,278,810
1,303,314
-
0
-
0
6,266,420
8,702,753
100
100
Amounts falling due after more than one year:
Amounts owed by undertakings in which the company has a participating interest
-
0
3,086,101
-
0
-
0
Other debtors
-
0
78,542
-
0
-
0
-
3,164,643
-
-
Total debtors
6,266,420
11,867,396
100
100
ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
22
10,060,272
7,964,603
-
0
-
0
Other borrowings
22
15,480,611
9,504,029
-
0
-
0
Trade creditors
11,465,636
13,420,479
-
0
-
0
Amounts owed to parent company
1,398,867
856,754
65,594
47,666
Amounts owed to undertakings in which the group has a participating interest
532,231
971,831
-
0
-
0
Other taxation and social security
958,444
1,504,884
-
-
0
Deferred income
2,086,169
100,573
-
0
-
0
Other creditors
223,466
103,638
-
-
0
Accruals
4,262,165
2,712,148
41,880
35,028
46,467,861
37,138,939
107,474
82,694
21
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
22
7,432,034
9,005,452
-
0
-
0
Other borrowings
22
18,681,397
18,516,827
-
0
-
0
Deferred income
7,406,687
8,021,584
-
0
-
0
33,520,118
35,543,863
-
-

Included in creditors are secured amounts of £15,190,777 (2023: £16,830,793) of which £7,432,034 (2023: £9,005,452) related to long term creditors.

Bank loans of £9,190,777 (2023: £10,830,793) have been secured by a fixed and floating charge over the assets held by the company. These loans have varying repayment terms. £1,758,743 (2023: £1,825,341) is due within 1 year, whilst the balance is due between 2 to 3 years, all with varying interest rates being charged at 4.5% to 9.75% across 6 loans.

A further loan of £6,000,000 (2023: £6,000,000) is secured by the parent company via a security over the property assets of the parent company. This loan has interest charged at 6% and is considered to be repayable on demand.

Amounts are due to a parent company above the group that is not included within the consolidation of £65,594 (2023: £47,666) which are interest free and repayable on demand. A further £1,237,920 (2023: £746,151) is due to the parent company and is repayable in 1 year and has interest of 3.75% attached included of £95,353 (2023: £62,937).

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Creditors: amounts falling due after more than one year
(Continued)
- 35 -

There is also a personal guarantee from a director in respect of the obligations of the Borrower to the Lender limited to £2,000,000 (2023: £2,000,000) in relation to the bank loan.

There is also a cross guarantee given by three related parties of the group in the form of debentures over all assets and charges over properties held by the related parties in relation to the bank loan.

There is also a deed of subordination in relation to the bank loan with respect to amounts due to the director and one of the related parties of the group.

With reference to note 1.3, the securities on the bank loans no longer exist post balance sheet date.

Amounts due after 5 years consist of one loan. This loan is due in 2030 recognised at amortised cost with an effective rate of interest of 3%.

Amounts included above which fall due after five years are as follows:
Payable other than by instalments
16,978,042
16,991,828
-
-
22
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
17,492,306
16,970,055
-
0
-
0
Other loans
34,162,008
28,020,856
-
0
-
0
51,654,314
44,990,911
-
-
Payable within one year
25,540,883
17,468,632
-
0
-
0
Payable after one year
26,113,431
27,522,279
-
0
-
0
23
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
-
276,917
Revaluations
-
(823)
Retirement benefit obligations
(1,430)
(1,956)
Accruals and prepayments
72,565
(12,718)
Provisions
(19,387)
-
51,748
261,420
ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Deferred taxation
(Continued)
- 36 -
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
261,420
-
Credit to profit or loss
(209,672)
-
Liability at 31 December 2024
51,748
-

The deferred tax liability set out above is expected to reverse over the useful life of the fixed assets it relates to with regards to the accelerated capital allowances and, where applicable, once the timing difference the deferred tax relates to has been resolved.

24
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
698,314
675,522

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

At the year end an amount of £66,886 (202 3: £79,043) was outstanding and due to be paid to the pension provider.

25
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
26
Financial commitments, guarantees and contingent liabilities

Company

During the period, the company provided guarantees in relation to loans totalling £15,190,777 (2023: £16,830,793) received by one of the subsidiaries of the company from third parties. These guarantees were related to a group level cross guarantee in relation to the loans, with multiple related parties also providing guarantees to the subsidiary of the company.

These guarantees were secured by debentures, with both fixed and floating charges, over all assets, undertakings, and property of the company.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
27
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
1,203,244
1,205,428
-
-
Between two and five years
2,747,390
4,005,882
-
-
3,950,634
5,211,310
-
-
28
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
1,409,625
1,265,418
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Purchases
2024
2023
2024
2023
£
£
£
£
Group
Entities with which the group has participating interests
-
-
432,843
1,587,568
Other related parties
182,903
135,576
1,200,000
1,029,943
Interest expense
2024
2023
£
£
Group
Other related parties
-
15,126

In addition to the above, the group received interest on a loan to associates totalling £283,302 (2023: £246,754).

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
28
Related party transactions
(Continued)
- 38 -

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
1,398,867
856,754
Entities with which the group has participating interests
532,231
971,831
Other related parties
27,782,527
21,486,074
Company
Entities with control, joint control or significant influence over the company
65,594
47,666

The company owes amounts to a parent company of £65,594 (2023: £47,666) which are interest free and repayable on demand.

The group owes £1,333,273 (2023: £809,088) which is due to a parent company and is repayable in 1 year and has interest of 3.75% attached.

The group owes amounts to a related party of £2,474,874 (2023: £1,525,000) which is repayable in greater than 5 years and has interest of 3% attached. The group also owes amounts of £310,354 (2023: £nil) to other related parties and £532,231 (2023: £971,831) to entities with participating interest, both of which are interest free and repayable on demand.

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Entities with which the group has participating interests
-
3,817,386

Included in the above is a loan of £Nil (2023: £3,086,101) which was considered repayable in more than one year and had interest of 2.5% being applied. Interest of £Nil (2023: £524,055) has not been included in the balance and was previously shown separately in accrued income. Additionally, a trade debtor amount of £nil (2023: £207,231) has not been included in the balance and provided for.

During the year, this loan with the accrued interest due from an entity over which the group has joint control was provided against, totalling £4,285,341 (2023: £Nil) as there was uncertainty with regards its recoverability.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
28
Related party transactions
(Continued)
- 39 -
Other information

Directors' transactions

Included in the amounts due to related parties above are amounts due to the directors at the balance sheet date of £21,897,299 (2023: £19,961,085). £5,367,195 (2023: £7,324,251) is stated at cost with interest of 4.50% accruing and a repayment date of between 2 and 5 years. Amounts of £3,919,257 (2023: £2,969,257) are stated at cost with interest of 3% accruing and a further £1,000,000 (2023: £nil) has interest of 8% accruing, both of which are considered repayable on demand.

Other amounts loaned totalling £11,610,847 (2023: £11,610,847) have been loaned with no interest attached.

This loan has therefore been recognised at present value with an effective rate of interest of 3% being applied. The difference between the value of the loan and the amortised cost has been treated as a capital contribution attributable to the non‑controlling interests and is being released annually to the loan through the consolidated statement of profit or loss. The amount recognised within non‑controlling interests at the year end is £1,948,608 (2023: £1,943,270). This loan is considered repayable within 7–9 years.

Company transactions with related parties

The company has taken advantage of the exemption under section 33.1a of Financial Reporting Standard 102 not to disclose related party transactions with wholly owned group members.

29
Events after the reporting date

In Jan uary 2025, 130 non-redeemable preference shares were issued in exchange for £2.04m in the UK subsidiary.

The group has completed the sale of its shares in Noumed Pharmaceuticals Pty Limited and Noumed Pharmaceuticals Limited for a total consideration of AU$18 million. The purchase price was settled in three tranches: AU$6 million on closing, AU$6 million within 20 business days of closing, and AU$6 million by 31 December 2025.

Additional financing has been obtained since the year end being an accounts receivable facility and a new related party loan. This along with refinancing of the bank loan debt is further disclosed in the going concern accounting policy.

In July 2026 the UK subsidiary issued 1,000,128 of new shares, which included the conversion of previously issued preference shares.

30
Controlling party

Odin Holdings Limited (incorporated in Isle of Man) is regarded by the directors as being the company's immediate parent company.

Odinew Holdings Limited (incorporated in Cyprus) is regarded by the directors as being the company's ultimate parent company.

ODIN HOLDINGS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 40 -
31
Cash absorbed by group operations
2024
2023
£
£
Loss for the year after tax
(18,831,288)
(9,354,968)
Adjustments for:
Taxation charged
28,653
619,862
Finance costs
3,469,295
2,309,369
Investment income
(306,940)
(319,325)
Loss on disposal of tangible fixed assets
1,269
-
(Gain)/loss on disposal of intangible assets
-
67,212
Amortisation and impairment of intangible assets
722,793
613,824
Depreciation and impairment of tangible fixed assets
2,372,832
2,584,884
Exchange variances on fixed assets
376,293
133,761
Foreign exchange gains on consolidation
(231,079)
96,040
Movements in working capital:
Decrease/(increase) in stocks
1,516,518
(1,540,831)
Decrease/(increase) in debtors
5,600,976
(816,794)
Decrease in creditors
(728,925)
(5,854,506)
Increase in deferred income
1,370,699
3,186,500
Cash absorbed by operations
(4,638,904)
(8,274,972)
32
Analysis of changes in net debt - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
8,701,308
(6,888,544)
1,812,764
Borrowings excluding overdrafts
(44,990,911)
(6,663,403)
(51,654,314)
(36,289,603)
(13,551,947)
(49,841,550)
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