Company No: 14127468 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	31.12.2024		31.12.2023
		£		£
Fixed assets
Intangible assets	3	209,716		120,076
Tangible assets	4	318,664		647,537
		528,380		767,613
Current assets
Debtors
- due within one year	5	54,405		92,527
- due after more than one year	5	363,685		338,681
Cash at bank and in hand		14,166		98,858
		432,256		530,066
Creditors: amounts falling due within one year	6	( 127,350)		( 261,448)
Net current assets		304,906		268,618
Total assets less current liabilities		833,286		1,036,231
Creditors: amounts falling due after more than one year	7	( 4,838,082)		( 3,470,245)
Net liabilities		( 4,004,796)		( 2,434,014)
Capital and reserves
Called-up share capital	8	1		1
Profit and loss account		( 4,004,797 )		( 2,434,015 )
Total shareholder's deficit		( 4,004,796)		( 2,434,014)

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The director acknowledges their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of Ooodles UK Limited (registered number: 14127468) were approved and authorised for issue by the Director on 11 September 2025. They were signed on its behalf by:

M L Poggiali Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

Ooodles UK Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 7 Stratford Place, London, W1C 1AY, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Reporting period length

The previous accounting year was a 7 month period ending 31/12/2023 as compared to current year which is a 12 month period ending 31/12/2024. Periods are therefore not entirely comparable.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Revenue from leasing assets is recognized on a straight-line basis over the lease term, reflecting the period during which the company’s assets are made available for customer use. Lease income is recognized in the period to which it relates, ensuring that revenue is recorded in line with the performance obligations set forth in the lease agreement.

Revenue is measured at the fair value of the consideration received or receivable, net of any discounts, rebates, and excluding VAT. Where lease arrangements provide for payment on a deferred basis, the consideration receivable is discounted to present value if material.

Subscription revenue under flexible leasing terms is recognized in the month earned, corresponding to the period in which the asset is provided for use. This approach ensures that revenue reflects the economic
benefits provided to the customer in each reporting period.

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 the the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Employee benefits

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

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

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Computer software

5 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Fixtures and fittings	5 years straight line
Computer equipment	3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Non-financial assets
At each balance sheet date, the company reviews 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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 creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

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

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

	Year ended 31.12.2024		Period from 01.06.2023 to 31.12.2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including the director	11		14

3. Intangible assets

	Computer software		Total
	£		£
Cost
At 01 January 2024	132,733		132,733
Additions	126,523		126,523
At 31 December 2024	259,256		259,256
Accumulated amortisation
At 01 January 2024	12,657		12,657
Charge for the financial year	36,883		36,883
At 31 December 2024	49,540		49,540
Net book value
At 31 December 2024	209,716		209,716
At 31 December 2023	120,076		120,076

4. Tangible assets

	Fixtures and fittings		Computer equipment		Total
	£		£		£
Cost
At 01 January 2024	9,813		1,191,980		1,201,793
Additions	0		12,990		12,990
Disposals	( 9,813)		( 401,476)		( 411,289)
At 31 December 2024	0		803,494		803,494
Accumulated depreciation
At 01 January 2024	7,084		547,172		554,256
Charge for the financial year	1,333		166,518		167,851
Disposals	( 8,417)		( 228,860)		( 237,277)
At 31 December 2024	0		484,830		484,830
Net book value
At 31 December 2024	0		318,664		318,664
At 31 December 2023	2,729		644,808		647,537

5. Debtors

	31.12.2024		31.12.2023
	£		£
Debtors: amounts falling due within one year
Trade debtors	14,953		( 24,878)
Other debtors	39,452		117,405
	54,405		92,527
Debtors: amounts falling due after more than one year
Amounts owed by Group undertakings	363,685		338,681

6. Creditors: amounts falling due within one year

	31.12.2024		31.12.2023
	£		£
Trade creditors	44,399		173,928
Amounts owed to Group undertakings	8,268		16,509
Other taxation and social security	17,007		17,304
Other creditors	57,676		53,707
	127,350		261,448

The directors consider that the carrying amount of trade payables approximates to their fair value.

7. Creditors: amounts falling due after more than one year

	31.12.2024		31.12.2023
	£		£
Amounts owed to Ultimate Parent undertakings	4,838,082		3,470,245

8. Called-up share capital

	31.12.2024		31.12.2023
	£		£
Allotted, called-up and fully-paid
1 Ordinary share of £ 1.00 (31.12.2023: 1,000 shares of £ 0.001 each)	1		1

9. Related party transactions

At the year-end, the company owed £4,838,082 (Dec 23 - £3,470,245) to Ooodles Group Limited, the ultimate parent, in respect of an interest free loan which is repayable on demand.

At the year-end, the company owed £7,846 (Dec 23 - £16,509) to Ooodles Finance Limited, a company under common control, in respect of an interest free loan which is repayable on demand.

At the year-end, the company owed £422 (2023 - £Nil) to Switch Rentals Limited, a company under common control, in respect of an interest free loan which is repayable on demand.

At the year-end, the company was owed £363,685 (2023 - £338,681) by Ooodles Finance Limited, a company under common control, in respect of an interest free loan for the transfer of assets which is repayable on demand.

10. Ultimate controlling party

Parent Company:

Ooodles Group Limited

7 Stratford Place, London, England, W1C 1AY