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Registered number: 09638976 ODDBOX DELIVERY LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
ODDBOX DELIVERY LTD COMPANY INFORMATION
Directors | D Ravindran
| E Vanpoperinghe
| J K B Von Eckartsberg
| L J Hydleman (appointed 30 January 2025)
Registered number | 09638976
Registered office | Studio 3.09/3.10 New Covent Garden Market
| The Food Exchange
| London
| SW8 5EL
Independent auditors | James Cowper Kreston Audit
| 201 Cumnor Hill
| Cumnor Hill
| Oxford
| Oxfordshire
| OX2 9PJ
ODDBOX DELIVERY LTD CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditors' report | 5 - 8
Statement of comprehensive income | 9
Balance sheet | 10
Statement of changes in equity | 11
Statement of cash flows | 12
Analysis of net debt | 13
Notes to the financial statements | 14 - 29
ODDBOX DELIVERY LTD STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
Introduction
The Directors are pleased to present their strategic report and audited financial statements of the Company for the financial year ended 30 June 2025.
Business review
In 2025 we have reported revenue of £27.7m (2024: £27.4m), an EBITDA loss of £0.5m (2024: £0.1m), and net losses before tax were £1.8m (2024: £1.3m restated). This is as a result of freezing our prices to protect our valued customers during the cost-of-living crisis and maintain a robust subscriber base. This decision was a proactive step to ensure a solid foundation as we executed our growth strategy, led by the investment in a state-of-the-art packing line, enabling us to increase our product range and offering. Building on this, we proudly launched The Market; our new e-commerce platform that allows our customers to supplement their weekly box with loose refillables, rescued products and carefully curated essentials. Together, these two investments will support our future growth opportunities. Average employee numbers were 59 (2024: 58). We are proud to pay all our employees the Real Living Wage, as minimum.
Principal risks and uncertainties
The Directors are aware of a number of risks faced by the market in which Oddbox operates. The Directors with the support of management have implemented policies and procedures to eliminate or mitigate these risks. The most significant risks and uncertainties affecting the Company are considered below. Liquidity and cash flow risk The Company is exposed to liquidity risk to fund its ongoing operations. This is managed by undertaking detailed cash flow forecasting to monitor the Company’s working capital requirements to ensure that sufficient cash resources are available to meet the Company’s obligations as they fall due. Credit risk Credit risk reflects the risk that the underlying borrowers or other transaction parties will not meet their obligations as they fall due. Due to the short-term nature of the trade debtors the Company is not exposed to a significant level of credit risk. Supplier risk The Company mitigates supplier risk by performing due diligence on all suppliers and monitoring any situations that could affect our suppliers’ abilities to fulfil their obligations and ensuring that the Company is not reliant on individual suppliers. Competitive risk The Company faces competition in the market, this is mitigated through investment in marketing, technology and people to maintain our position and continue to improve our offering. Page 1
ODDBOX DELIVERY LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Financial key performance indicators
The Directors monitor the Company's key performance indicators on a regular basis in order to assess the ongoing performance of the business. The Company’s key performance indicators are: Revenue 2025: £27.7m 2024: £27.4m EBITDA 2025: (£0.5) 2024: (£0.1m) Non-financial key performance indicators The Company’s key non-performance indicators are average order values, lifetime value of customers, return on investment, ESG/Impact score, and customer satisfaction score.
This report was approved by the board and signed on its behalf.
E Vanpoperinghe Director
Date: 28 January 2026
Page 2
ODDBOX DELIVERY LTD DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2025 The Directors present their report and the financial statements for the year ended 30 June 2025.
Directors
The Directors who served during the year were:
D Ravindran
E Vanpoperinghe
J K B Von Eckartsberg
L J Hydleman (appointed 30 January 2025)
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £1,787,392 (2024 - loss £1,371,158). No dividends have been proposed in 2025 (2043: nil).
Future developments
We expect the year to be another exciting year in the history of Oddbox with development of the existing market in the UK and the continued fight against food waste.
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Page 3
ODDBOX DELIVERY LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditors
The auditors, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
E Vanpoperinghe Director
Date: 28 January 2026
Page 4
ODDBOX DELIVERY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ODDBOX DELIVERY LTD
Opinion
We have audited the financial statements of Oddbox Delivery Ltd (the 'Company') for the year ended 30 June 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, 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 our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 30 June 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 5
ODDBOX DELIVERY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ODDBOX DELIVERY LTD (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. 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: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, 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 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 Company or to cease operations, or have no realistic alternative but to do so. Page 6
ODDBOX DELIVERY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ODDBOX DELIVERY LTD (CONTINUED)
Auditors' 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 Auditors' 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. 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. This 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. The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims; ∙Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; ∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report. Page 7
ODDBOX DELIVERY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ODDBOX DELIVERY LTD (CONTINUED)
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 Auditors' 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. James Pitt BA (Hons) BFP FCA (Senior Statutory Auditor) for and on behalf of James Cowper Kreston Audit Chartered Accountants & Statutory Auditors 201 Cumnor Hill Cumnor Hill Oxford Oxfordshire OX2 9PJ 29 January 2026 Page 8
ODDBOX DELIVERY LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
|  | As restated
| 2025 | 2024
| £ | £
Turnover | 4 | 27,680,131 | 27,428,820
Cost of sales |  | (14,697,446) | (14,153,780)
Gross profit |  | 12,982,685 | 13,275,040
Distribution costs |  | (4,265,223) | (4,397,353)
Administrative expenses |  | (10,167,322) | (9,607,179)
Operating loss | 5 | (1,449,860) | (729,492)
Interest receivable and similar income | 9 | 44,509 | 126,738
Interest payable and similar expenses | 10 | (731,526) | (768,404)
Loss before tax |  | (2,136,877) | (1,371,158)
Tax on loss | 11 | 349,485 | -
Loss for the financial year |  | (1,787,392) | (1,371,158)
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 14 to 29 form part of these financial statements.
Page 9
ODDBOX DELIVERY LTD REGISTERED NUMBER: 09638976 BALANCE SHEET AS AT 30 JUNE 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 2,066,137 |  | 1,923,153
Tangible assets | 13 |  | 392,297 |  | 413,764
|  |  | 2,458,434 |  | 2,336,917
Current assets |  |  |  |  |
Stocks | 14 | 283,056 |  | 186,399 |
Debtors: amounts falling due within one year | 15 | 1,019,532 |  | 1,336,571 |
Cash at bank and in hand | 16 | 2,613,984 |  | 3,439,382 |
|  | 3,916,572 |  | 4,962,352 |
Creditors: amounts falling due within one year | 17 | (2,168,713) |  | (2,010,214) |
Net current assets |  |  | 1,747,859 |  | 2,952,138
Total assets less current liabilities |  |  | 4,206,293 |  | 5,289,055
Creditors: amounts falling due after more than one year | 18 |  | (8,939,879) |  | (8,235,249)
Provisions for liabilities |  |  |  |  |
Other provisions | 20 | (180,431) |  | (180,431) |
|  |  | (180,431) |  | (180,431)
Net liabilities |  |  | (4,914,017) |  | (3,126,625)
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 212 |  | 212
Share premium account | 22 |  | 6,908,286 |  | 6,908,286
Profit and loss account | 22 |  | (11,822,515) |  | (10,035,123)
|  |  | (4,914,017) |  | (3,126,625)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
E Vanpoperinghe
Director
Date: 28 January 2026
The notes on pages 14 to 29 form part of these financial statements. Page 10
ODDBOX DELIVERY LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 July 2024 (as previously stated) | 212 | 6,908,286 | (10,346,088) | (3,437,590)
Prior year adjustment (note 27) | - | - | 310,965 | 310,965
At 1 July 2024 (as restated) | 212 | 6,908,286 | (10,035,123) | (3,126,625)
Loss for the year | - | - | (1,787,392) | (1,787,392)
At 30 June 2025 | 212 | 6,908,286 | (11,822,515) | (4,914,017)
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 July 2023 | 211 | 6,907,930 | (8,663,965) | (1,755,824)
Loss for the year | - | - | (1,371,158) | (1,371,158)
Shares issued during the year | 1 | 356 | - | 357
At 30 June 2024 | 212 | 6,908,286 | (10,035,123) | (3,126,625)
Page 11
ODDBOX DELIVERY LTD STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2025
|  |  |  | As restated
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (1,787,392) | (1,371,158)
Adjustments for: |  |
Amortisation of intangible assets | 542,048 | 440,565
Depreciation of tangible assets | 197,204 | 152,906
Loss on disposal of tangible assets | 101 | -
Interest paid | 731,526 | 768,404
Interest received | (44,509) | (126,738)
Taxation charge | (349,485) | -
(Increase)/decrease in stocks | (96,657) | 14,973
Decrease in debtors | 451,566 | 536,387
Increase/(decrease) in creditors | 211,551 | (259,966)
Corporation tax received | 214,958 | -
Net cash generated from operating activities | 70,911 | 155,373
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (685,032) | (832,038)
Purchase of tangible fixed assets | (175,838) | (395,132)
Interest received | 44,509 | 126,738
Net cash from investing activities | (816,361) | (1,100,432)
Cash flows from financing activities |  |
Repayment of HP | (68,822) | (121,491)
Interest paid | (11,126) | (46,031)
Net cash used in financing activities | (79,948) | (167,522)
Net (decrease) in cash and cash equivalents | (825,398) | (1,112,581)
Cash and cash equivalents at beginning of year | 3,439,382 | 4,551,963
Cash and cash equivalents at the end of year | 2,613,984 | 3,439,382
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,613,984 | 3,439,382
| 2,613,984 | 3,439,382
The notes on pages 14 to 29 form part of these financial statements.
The cash flow statement has been restated to accurately reflect the amortisation charge, as detailed in note 27, and to present the interest paid during the year based on actual cash payments made.
Page 12
ODDBOX DELIVERY LTD ANALYSIS OF NET DEBT FOR THE YEAR ENDED 30 JUNE 2025
|  | At 1 July 2024 | Cash flows | At 30 June 2025
|  | £ | £ | £
Cash at bank and in hand | 3,439,382 | (825,398) | 2,613,984
Debt due after 1 year | (8,219,479) | (720,400) | (8,939,879)
Debt due within 1 year | (54,852) | 8,405 | (46,447)
Finance leases | (52,001) | 52,001 | -
| (4,886,950) | (1,485,392) | (6,372,342)
The notes on pages 14 to 29 form part of these financial statements.
Page 13
ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
Oddbox Delivery Ltd is a private company limited by share capital and incorporated in England and Wales (registered number 09638976) under the Companies Act. The Company's registered office is Studio 3.09/3.10 New Covent Garden Market, The Food Exchange, London, SW8 5EL. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The Directors have considered the ability of the company to continue trading for the foreseeable future. This review has included updating financial projections for a period of at least 12 months from the date the financial statements were signed. Based on this review and taken together with existing financing facilities the directors believe that the financial statements have been prepared appropriately on the going concern basis.
| 2.3 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: Sale of goods Turnover from the sale of fruit and vegetable boxes is recognised in the period in which the boxes are delivered when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer by way of delivering fruit and vegetable boxes to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the fruit and vegetable boxes sold as the boxes are accepted by the buyer; ∙the amount of turnover can be measured reliably through payment for goods and subscription package.; ∙it is probable that the Company will receive the consideration due for the fruit and vegetable boxes; and ∙the costs incurred or to be incurred in respect of the sale being satisfied can be measured reliably. Page 14
ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.6 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.8 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 15
ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.9 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
| 2.10 | Equity
Media for equity transactions: Media for equity transactions are those where the Company has issued either equity or financial instruments such as convertible loan notes in exchange for media advertising services. These are non-cash transactions. In accordance with Section 26 of FRS 102, such transactions are classified as share-based payments which should be recognised in the financial reporting period during which the equity or debt was exchanged for services received. The cost of the media services is recognised when the services are provided at the fair value of the equity issued or settlement amount of the debt issued, which is equal to the face value of the note. The fair value of the equity or debt is considered equal to the fair value of the media services provided and duly invoiced by the media provider, subject to VAT where applicable.
| 2.11 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
| 2.12 | R&D Tax Credits
The Company participates in the UK SME Research & Development (R&D) tax relief scheme. Tax credits are presented within the tax line in the income statement. The amount recognised is based on the best estimate of the credit receivable under the relevant legislation, considering the stage of HMRC approval. Where claims are uncertain at the reporting date, management considers the likelihood of a claim and uses reliable estimates. Adjustments are made in subsequent periods when actual amounts differ from estimates. Page 16
ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.13 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Development expenditure | - | 5 | years
| 2.14 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which is 5 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.15 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | 33% | per annum
|  |  |  | Plant and machinery | - | 33% | per annum
|  |  |  | Motor vehicles | - | 33% | per annum
|  |  |  | Office equipment | - | 33% | per annum
|  |  |  | Computer equipment | - | 33% | per annum
|  |  |  | Assets under construction | - |  | Not depreciated
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 17
ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.16 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.19 | Financial instruments
Basic financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Page 18
ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Tangible fixed assets Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values. Intangible fixed assets Development costs relating to the development of a technological system are capitalised as intangible fixed assets and amortised over their useful economic life of 5 years. Impairment reviews are carried out annually. Taxation The company establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience with previous tax submissions. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Accruals The bonus accrual relating to employees are paid in March if the company's targets have been met. An accrual is made based upon an estimate of how likely it is the target is going to be met by preparing cashflows and budgets. Page 19
ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| B2C sales | 27,680,131 | 27,428,820
| All turnover arose within the United Kingdom.
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amortisation | 542,048 | 751,530
| Depreciation | 197,204 | 152,906
| Exchange differences | (1,116) | 3,635
| Other operating lease rentals | 303,958 | 316,522
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 23,000 | 20,100
| Fees payable to the Company's auditor in respect of: All other services | 2,520 | 4,200
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 3,012,583 | 2,529,259
| Social security costs | 381,210 | 310,351
| Cost of defined contribution scheme | 137,977 | 177,824
|  | 3,531,770 | 3,017,434
| The average monthly number of employees, including directors, during the year was 59 (2024 - 58).
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ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 196,736 | 229,329
| Company contributions to defined contribution pension schemes | 13,997 | 9,140
| During the year retirement benefits were accruing to 2 Directors (2024 - 2) in respect of defined contribution pension schemes.
| The highest paid Director received remuneration of £143,004 (2024 - £124,077).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £3,822 (2024 - £4,570).
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 44,509 | 126,738
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest payable | 731,526 | 768,404
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Adjustments in respect of previous periods | (349,485) | -
| Total current tax | (349,485) | -
Page 21
ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (2,136,877) | (1,371,158)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (534,219) | (342,790)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 316 | 3,548
| Adjustments to tax charge in respect of prior periods | (349,485) | -
| Movement in deferred tax not recognised | 533,903 | 339,242
| Total tax charge for the year | (349,485) | -
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ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
12. | Intangible assets
|  | Development expenditure
| Cost |
| At 1 July 2024 | 2,783,023
| Additions | 685,032
| At 30 June 2025 | 3,468,055
| Amortisation |
| At 1 July 2024 (as previously stated) | 1,170,835
| Prior Year Adjustment (note 27) | (310,965)
| At 1 July 2024 (as restated) | 859,870
| Charge for the year | 542,048
| At 30 June 2025 | 1,401,918
| Net book value |
| At 30 June 2025 | 2,066,137
| At 30 June 2024 (as restated) | 1,923,153
Page 23

|  | ODDBOX DELIVERY LTD |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
| 13. | Tangible fixed assets
|  | Leasehold improvements | Plant and machinery | Motor vehicles | Office equipment | Computer equipment | Assets under construction | Total
|  | £ | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |  |
| At 1 July 2024 | 199,217 | 167,085 | 37,447 | 17,342 | 173,248 | 357,236 | 951,575
| Additions | 21,586 | 29,941 | - | 6,060 | - | 118,251 | 175,838
| Disposals | - | - | - | - | (1,818) | - | (1,818)
| Transfers between classes | - | 475,487 | - | - | - | (475,487) | -
| At 30 June 2025 | 220,803 | 672,513 | 37,447 | 23,402 | 171,430 | - | 1,125,595
| Depreciation |  |  |  |  |  |  |
| At 1 July 2024 | 185,423 | 156,266 | 37,447 | 13,968 | 144,707 | - | 537,811
| Charge for the year | 15,321 | 164,601 | - | 2,613 | 14,669 | - | 197,204
| Disposals | - | - | - | - | (1,717) | - | (1,717)
| At 30 June 2025 | 200,744 | 320,867 | 37,447 | 16,581 | 157,659 | - | 733,298
| Net book value |  |  |  |  |  |  |
| At 30 June 2025 | 20,059 | 351,646 | - | 6,821 | 13,771 | - | 392,297
| At 30 June 2024 | 13,794 | 10,819 | - | 3,374 | 28,541 | 357,236 | 413,764
Page 24

ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
14. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Goods for resale | 283,056 | 186,399
15. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | - | 1,068
| Other debtors | 395,611 | 477,452
| Called up share capital not paid | 102 | 102
| Prepayments and accrued income | 489,292 | 857,949
| Tax recoverable | 134,527 | -
|  | 1,019,532 | 1,336,571
| During the year, £436,998 was released from prepayments (2024: £680,502) in relation to media for equity, as referenced in note 2.10.
16. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 2,613,984 | 3,439,382
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ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
17. | Creditors: Amounts falling due within one year
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loans | 14,813 | 31,634
| Trade creditors | 1,100,309 | 990,225
| Other taxation and social security | 116,004 | 89,291
| Obligations under finance lease and hire purchase contracts | - | 36,231
| Other creditors | 139,671 | 138,515
| Accruals and deferred income | 797,916 | 724,318
|  | 2,168,713 | 2,010,214
| See note 19 for information on the securities of the hire purchase obligations. The note has been restated to correctly present the split between creditors. This resulted in an increase to loans and a decrease in obligations under finance leases and hire purchase agreements by £31,634.
18. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Convertible loan notes | 8,939,879 | 8,219,479
| Net obligations under finance leases and hire purchase contracts | - | 15,770
|  | 8,939,879 | 8,235,249
| On the 19 December 2022, £2,500,000 unsecured convertible loan notes with a value of £1 each were issued to Burda Principal Investments and £2,000,000 unsecured convertible loan notes with a value of £1 each were issued to Mercia VCT. Interest is charged at 10% per annum. On 1 Janury 2023, £1,500,000 unsecured convertible loan notes with a value of £1 each were issued to Channel 4 as media for equity. Interest is charged at 10% per annum. On 24 March 2023, £100,000 unsecured convertible loan notes were issued with a value of £1 each to Julia Davies. Interest is charged at 10% per annum. On 23 March 2023, £1,050,585 unsecured convertible loan notes were issued with a value of £1 to Seedrs nominees. Interest is charged at 10% per annum. The loan notes are redeemable after the fifth anniversary and contain a conversion option. The loan notes are convertible into fully paid senior shares on the completion of a qualifying funding round prior to or on the 2.5 anniversary of the date of the loan notes, or prior to a change of control. The conversion price is variable as it is based on the qualifying funding round, with the loan note holders able to convert at a 20% or 30% discount depending on the nature to the qualifying funding round. See note 19 for information on the securities of the hire purchase obligations.
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ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
19. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | - | 36,231
| Between 1-5 years | - | 15,770
|  | - | 52,001
| The obligations under finance lease and hire purchases are secured on the assets to which they relate.
20. | Provisions for liabilities
|  | Dilapidations provision
|  | £
| At 1 July 2024 | 180,431
| At 30 June 2025 | 180,431
| The dilapidations provision of £180,431 has been recognised in respect of dilapidation obligations relating to the leased property. This represents management’s best estimate of the costs required to restore the building to its original condition at the end of the lease term in 2027, in accordance with the terms of the lease agreement.
21. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 46,167 (2024 - 46,167) Ordinary shares of £0.001 each | 46 | 46
|  | 48,577 (2023 - 48,577) A1 Ordinary shares of £0.001 each | 49 | 49
|  | 5,398 (2024 - 5,000) A2 Ordinary shares of £0.001 each | 5 | 5
|  | 8,709 (2024 - 9,000) Preference Series B shares of £0.001 each | 9 | 9
|  | 622 (2023 - Nil 1,000) B Ordinary shares of £0.001 each | 1 | 1
|  |  | 110 | 110
|  | Allotted, called up and partly paid |  |
|  | 101,520 (2024 - 101,520) Ordinary shares of £0.001 each | 102 | 102
Page 27
ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 21.Share capital (continued)
| During the prior year, 472 Ordinary B shares with nominal value of £0.001 each were issued for a total consideration of £0.48. During the prior year, 150 Ordinary B shares with nominal value of £0.001 each were issued for a total consideration of £356.
22. | Reserves
Share premium account The share premium accounts consists of amounts paid for shares in the Company above the nominal vlaue of the shares less any costs relating to the transaction. Profit and loss account The profit and loss reserves consists of accumulated profit or losses year on year less any dividends paid.
23. | Capital commitments
| At 30 June 2025 the Company had capital commitments as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Contracted for but not provided in these financial statements | 112,768 | 235,535
|  | 112,768 | 235,535
24. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £137,977 (2024: £177,824). Contributions totalling £19,191 (2024: £23,218) were payable to the fund at the balance sheet date and are included in other creditors.
25. | Commitments under operating leases
| At 30 June 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 318,771 | 318,771
| Later than 1 year and not later than 5 years | 335,005 | 587,168
|  | 653,776 | 905,939
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ODDBOX DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
26. | Share-based payments
During the year the Company issued 1,652 share options to employees (2024: 550). The share options outstanding at the balance sheet date are 6,302 (2024: 4,635). The share based payment charge for the year was immaterial and therefore the directors consider it appropriate to not account for the transaction in the financial statements.
27. | Related party transactions
| On the 19 December 2022, £2,500,000 unsecured convertible loan notes with a value of £1 each were issued to Burda Principal Investments, a shareholder of the Company, £2,000,000 unsecured convertible loan notes with a value of £1 each were issued to Mercia VCT, a shareholder of the Company and £1,050,585 unsecured convertible loan notes with a value of £1 each were issued to Seedrs Nominees Limited, a shareholder of the Company. Interest is charged at 10% per annum.
28. | Prior year adjustment
A prior year adjustment has been recognised in respect of intangible asset amortisation which had been incorrectly recognised in this entity in the year ended 30 June 2024. The impact of this adjustment is to decrease expenditure and to increase the carrying value of intangible assets by £310,965 in the year ended 30 June 2024.
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