REGISTERED NUMBER: SC415532 (Scotland)

Unaudited Financial Statements

for the Year Ended 31 December 2025

for

Odro Ltd

Page

Company Information

1

Abridged Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTOR:

Mr Mark Beeby

REGISTERED OFFICE:

Suite 4a

Fourth Floor

101 Portman Street

GLASGOW

G41 1EJ

REGISTERED NUMBER:

SC415532 (Scotland)

ACCOUNTANTS:

T B Dunn & Co

Ground Floor (part)

8000 Academy Business Park

51 Gower Street

GLASGOW

G51 1PR

FIXED ASSETS

Intangible assets

4

376,026

434,535

Tangible assets

5

5,014

17,596

381,040

452,131

CURRENT ASSETS

Debtors

381,805

328,588

Cash at bank

852,125

1,416,057

1,233,930

1,744,645

CREDITORS

Amounts falling due within one year

1,287,904

1,392,515

NET CURRENT (LIABILITIES)/ASSETS

(53,974

)

352,130

TOTAL ASSETS LESS CURRENT LIABILITIES

327,066

804,261

CREDITORS

Amounts falling due after more than one year

-

(4,167

)

PROVISIONS FOR LIABILITIES

8

-

(98,710

)

NET ASSETS

327,066

701,384

CAPITAL AND RESERVES

Called up share capital

9

3

3

Share premium account

125,000

125,000

Other reserves

111,923

120,773

Profit and loss reserves

90,140

455,608

SHAREHOLDERS' FUNDS

327,066

701,384

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

All the members have consented to the preparation of an abridged Statement of Comprehensive Income and an abridged Statement of Financial Position for the year ended 31 December 2025 in accordance with Section 444(2A) of the Companies Act 2006.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the director and authorised for issue on 30 September 2026 and were signed by:

Mr Mark Beeby - Director

1.	COMPANY INFORMATION

Odro Ltd is a private company limited by shares and is registered and incorporated in Scotland. The registered office is Suite 4a, Fourth Floor, 101 Portman Street, Glasgow, G41 1EJ.

2.	ACCOUNTING POLICIES

Accounting convention

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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

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

Going concern

The directors have prepared detailed financial forecasts prepared up to 12 months from the signing of the accounts.

In developing these forecasts, the directors have made the assumptions upon the view of the current and future economic conditions that will prevail over the forecast period. The forecasts have been stress tested by identifying, and subsequently adjusting, key performance drivers, such as recurring revenue and operating expenditure. In addition, the directors regularly monitor the company's short and long term cash forecasts, in order to pre-empt any adverse impacts and allow adequate time for remedial action.

Based on the above analysis, the directors have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Therefore they continue to adopt the going concern basis in preparing the annual financial statements.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account any settlement or other discounts, revenue is recognised at the point the service is delivered.

Revenues received from software as service contracts are recognised over the term of the contract, leading to deferred revenue at the balance sheet date.

Intangible fixed assets other than goodwill

Intangible assets are initially measured at cost. Development costs are capitalised when it is probable that future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be reliably measured.

After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. The company conducts an annual review to identify any indications of asset impairment.

Development costs 4 years

Tangible fixed assets

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

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

Plant and equipment

25% straight line

Computer equipment

25% 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.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand and deposits held at call with banks.

Basic financial assets

Basic financial assets, which include trade and other 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.

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 trade and other creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price.

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

Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Foreign exchange

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 18 (2024 - 24 ) .

4.	INTANGIBLE FIXED ASSETS

Totals

£

COST

At 1 January 2025

1,276,764

Additions

150,000

At 31 December 2025

1,426,764

AMORTISATION

At 1 January 2025

842,229

Amortisation for year

208,509

At 31 December 2025

1,050,738

NET BOOK VALUE

At 31 December 2025

376,026

At 31 December 2024

434,535

5.	TANGIBLE FIXED ASSETS

Totals

£

COST

At 1 January 2025

126,866

Additions

1,091

At 31 December 2025

127,957

DEPRECIATION

At 1 January 2025

109,270

Charge for year

13,673

At 31 December 2025

122,943

NET BOOK VALUE

At 31 December 2025

5,014

At 31 December 2024

17,596

6.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank loans

4,167

43,334

Amounts falling due between one and two years:

Bank loans > 1 year

-

4,167

The loan is repayable in monthly instalments to May 2026 and bears interest at 2.50% per annum.

7.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

17,251

24,161

8.	PROVISIONS FOR LIABILITIES

2024

£

Deferred tax

98,710

Deferred

tax

£

Balance at 1 January 2025

98,710

Movement during the year

(222,621

)

Balance at 31 December 2025

(123,911

)

The deferred tax balance of £123,911 has been recognised as a deferred tax asset.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

314,000

Ordinary shares of 0.001p each

0.001

3

3

Ordinary shares carry one vote per share and are entitled to dividends. The shares are non-redeemable.

10.	RELATED PARTY DISCLOSURES

During the period to 31st December 2025 investment fees were charged to the company by the shareholders of the parent company of £66,547 (2024: £65,124).

At at 31st December 2025 amounts due to directors amounted to £41,089 (2024: £41,089).

11.	SHARE-BASED PAYMENT TRANSACTIONS

Certain employees of the company participate in share option and growth share arrangements over the shares of the parent company, Odro Holdings Ltd.

A credit of £8,850 (2024: charge of £9,201) has been recognised in the year. This arises principally from the reversal of amounts previously recognised on options which have lapsed on the departure of the holders, partly offset by an accelerated charge on growth shares cancelled during the year.

12.

RESERVES

Profit and loss reserves

Cumulative profit and loss net of distribution to owners.

Share premium

Consideration for shares paid in excess of the nominal value of the share.

Other reserves

The cumulative share-based payment expense.