REGISTERED NUMBER: SC695915 (Scotland)

Unaudited Financial Statements

for the Year Ended 31 December 2025

for

Odro Holdings Ltd

Page

Company Information

1

Abridged Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTORS:

Mr Mark Beeby

Mr Michael Berger

Mr James Rodger

REGISTERED OFFICE:

Suite 4a

Fourth Floor

101 Portman Street

GLASGOW

G41 1EJ

REGISTERED NUMBER:

SC695915 (Scotland)

ACCOUNTANTS:

T B Dunn & Co

Ground Floor (part)

8000 Academy Business Park

51 Gower Street

GLASGOW

G51 1PR

FIXED ASSETS

Investments

4

6,681,364

6,678,353

CURRENT ASSETS

Debtors

939,057

939,527

NET CURRENT ASSETS

939,057

939,527

TOTAL ASSETS LESS CURRENT LIABILITIES

7,620,421

7,617,880

CREDITORS

Amounts falling due after more than one year

5,051,041

4,635,881

NET ASSETS

2,569,380

2,981,999

CAPITAL AND RESERVES

Called up share capital

5

51,674

51,184

Share premium account

1,696,538

1,694,487

Other reserves

2,454,209

2,454,209

Profit and loss reserves

(1,633,041

)

(1,217,881

)

SHAREHOLDERS' FUNDS

2,569,380

2,981,999

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 directors acknowledge their 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 Board of Directors and authorised for issue on 30 September 2026 and were signed on its behalf by:

Mr Mark Beeby - Director

1.	COMPANY INFORMATION

Odro Holdings 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 company is reliant on continued financial support from its subsidiary undertaking as required. The directors have prepared detailed financial forecasts for the company and its subsidiary, prepared up to 12 months from the signing of the accounts.

In developing these forecasts, the directors have made 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 and continued financial support from its subsidiary undertaking, the directors have a 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.

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.

Fixed asset investments and impairment review

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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 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 other borrowings are initially recognised at transaction price.

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

Equity instruments

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

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-settles 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 the vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Where the company grants options over its own shares to the employees of its subsidiaries, it recognises an increase in the cost of investment in its subsidiaries equivalent to the equity-settled share-based payment charge recognised in its individual company financial statements, with the corresponding credit being recognised directly in equity.

3.	EMPLOYEES AND DIRECTORS

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

4.	FIXED ASSET INVESTMENTS

Information on investments other than loans is as follows:

Totals

£

COST

At 1 January 2025

6,678,353

Share-based payment charge

3,011

At 31 December 2025

6,681,364

NET BOOK VALUE

At 31 December 2025

6,681,364

At 31 December 2024

6,678,353

5.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number: Class: Nominal 2025 2024

value: £ £

2,624,000 Ordinary Shares of 1p each 0.01 26,240 24,790

1,626,000 Ordinary A Shares of 1p each 0.01 16,260 16,260

40,000 Ordinary A2 Shares of 1p each 0.01 400 400

877,440 Ordinary B Shares of 1p each 0.01 8,774 9,734

51,674 51,184

During the year the company allotted 145,000 ordinary shares of 1p each for cash consideration of £1,450, being £0.01 per share. The company also purchased 96,000 ordinary B shares of 1p each for consideration of £1,920. These shares were subsequently cancelled.

Ordinary shares carry one vote per share and rank after the A Ordinary shares for dividends. If further distributions are declared, the Ordinary Shares are entitled to receive part of the further distributions. The shares are non-redeemable.

A and A2 Ordinary shares shall have one vote per equity share unless an enhanced voting event occurs and voting rights are increased. A and A2 Ordinary Shares rank above all other shares for dividends and are entitled to a long-term dividend. The shares are non-redeemable.

B Ordinary shares are non-voting and have no entitlement to dividends.

6.	RELATED PARTY TRANSACTIONS

During the year, an entity with significant influence charged interest of £384,660.

7.

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 other reserve relates to merger relief arising on the issue of new shares as part of a share for share exchange on acquisition of Odro Limited.