Company No: 14127507 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	31.12.2024		31.12.2023
		£		£
Fixed assets
Investments	3	1,001		2,758,251
		1,001		2,758,251
Current assets
Debtors	4	5,047,115		7,075,887
Cash at bank and in hand		414,739		0
		5,461,854		7,075,887
Creditors: amounts falling due within one year	5	( 92,923)		( 4,300)
Net current assets		5,368,931		7,071,587
Total assets less current liabilities		5,369,932		9,829,838
Creditors: amounts falling due after more than one year	6	0		( 100,000)
Net assets		5,369,932		9,729,838
Capital and reserves
Called-up share capital	7	6,031,255		6,000,156
Share premium account		5,634,064		3,737,720
Profit and loss account		( 6,295,387 )		( 8,038 )
Total shareholders' funds		5,369,932		9,729,838

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.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge 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 Group Ltd (registered number: 14127507) were approved and authorised for issue by the Board of Directors on 11 September 2025. They were signed on its behalf by:

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 Group Ltd (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, England, W1C 1AY.

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 £.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

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.

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.

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.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

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 directors	0		0

3. Fixed asset investments

Investments in subsidiaries

	31.12.2024
	£
Cost
At 01 January 2024	2,758,251
At 31 December 2024	2,758,251
Provisions for impairment
At 01 January 2024	0
Impairment	2,757,250
At 31 December 2024	2,757,250
Carrying value at 31 December 2024	1,001
Carrying value at 31 December 2023	2,758,251

4. Debtors

	31.12.2024		31.12.2023
	£		£
Amounts owed by Group undertakings	4,838,083		7,075,677
Other debtors	209,032		210
	5,047,115		7,075,887

5. Creditors: amounts falling due within one year

	31.12.2024		31.12.2023
	£		£
Trade creditors	17,924		300
Amounts owed to Group undertakings	779		0
Other creditors	74,220		4,000
	92,923		4,300

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

	31.12.2024		31.12.2023
	£		£
Convertible loan notes	0		100,000

Date of creation - 18/08/2023
Charge code - 1412 7507 0001
Persons entitled - Smart Lenders Asset Management Sas
Brief description - Contains Fixed Charge

7. Called-up share capital

	31.12.2024		31.12.2023
	£		£
Allotted, called-up and fully-paid
3,073,188 A Ordinary shares shares of £ 0.01 each (31.12.2023: nil shares)	30,732		0
5,999,996 Ordinary shares shares of £ 1.00 each	5,999,996		5,999,996
280,000 VN shares ordinary shares of £ 0.0001 each	28		28
4,991,676 VV shares ordinary shares of £ 0.0001 each (31.12.2023: 1,316,000 shares of £ 0.0001 each)	499		132
	6,031,255		6,000,156

During the year, 3,073,188 A ordinary shares of £0.01 were issued and allotted.

During the year, 3,675,676 VV shares of £.0001 were issued and allotted.

8. Related party transactions

At the year-end, the company was owed £Nil (Dec 23 - £ 3,601,882 ) by Switch Rentals Limited, one of its subsidiaries. The board of directors agreed to waive the debt post-balance sheet date.

At the year-end, the company was owed £4,838,083 (May 23 - £3,470,245 ) by Ooodles UK Limited, one of the subsidiaries, in respect of an interest free loan which is repayable on demand.

At the year end, the company was owed £Nil (Dec 2023-£3,550) by Ooodles Finance Limited, one of the subsidiaries, in respect of an interest free loan which is repayable on demand.