Oddlygood UK Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—8

1. General Information

Oddlygood UK Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 15136964 . The registered office is 212 New Kings Road, London, SW6 4NZ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Going Concern Disclosure

The financial statements have been prepared on a going concern basis. The underlying business has demonstrated strong growth and improved profitability during the year. The Directors are projecting continued growth improving profitability in 2026.

2.3. Significant judgements and estimations

The preparation of the financial statements requires management to make judgements, 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. In the Director's opinion there are no significant judgements or key sources of estimation uncertainty.

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

33.33%

2.6. Stocks and Work in Progress

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.

2.7. Financial Instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

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Oddlygood UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.8. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.9. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

2.10. Pensions

The company operates a defined contribution pension scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.11. Debtors

Basic financial assets, including trade and other debtors, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

2.12. Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

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Oddlygood UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.13. Creditors

Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, 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. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

2.14. Share Capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

2.15. Disclosure of long or short period

The company was incorporated on 13 September 2023, the comparative financial statement figures are therefore for the long period from 13 September 2023 to 31 December 2024.

3. Average Number of Employees

Average number of employees, including directors, during the year was as follows: 22 (2024: 4)

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 January 2025	-
Additions	33,295

As at 31 December 2025	33,295

Depreciation
As at 1 January 2025	-
Provided during the period	7,399

As at 31 December 2025	7,399

Net Book Value
As at 31 December 2025	25,896

As at 1 January 2025	-

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Oddlygood UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Investments

	Subsidiaries
	£
Cost or Valuation
As at 1 January 2025	28,386,357
Disposals	(2,781,220 )

As at 31 December 2025	25,605,137

Provision
As at 1 January 2025	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	25,605,137

As at 1 January 2025	28,386,357

Investments in subsidiaries are stated at cost less provision for impairment.

The carrying value of the investments in subsidiary undertakings are reviewed as necessary for impairment. Impairment is calculated as the difference between the carrying value and the estimated value-in-use or disposal value if higher. Value-in-use represents the present value of future expected cash flows discounted on a pre-tax basis. The net book amount of the investment is written down where impairment is identified.

Oddlygood UK Ltd purchased Rude Health Group (Rude Health Foods Limited And Rude Health BV.) on 29th October 2024. Companies are 100% owned. Oddlygood Uk Ltd does not prepare consolidated financial statements. Rude Health and Oddlygood UK Ltd are consolidated into OG Group in Finland.

Oddlygood UK Ltd received dividends amounting to £2,781,220 from its subsidiary (Rude Health Foods Limited). These dividends have therefore been offset against the investment in Rude Health Foods Limited, which you can see reflected in the disposal above.

6. Stocks

	31 December 2025	31 December 2024
	£	£
Stock	2,007	-

7. Debtors

	31 December 2025	31 December 2024
	£	£
Due within one year
Trade debtors	39,698	-
Prepayments and accrued income	15,210	1,314
VAT	43,381	10,954
Amounts owed by group undertakings	3,049,201	245,614
Amounts owed by other participating interests	23,530	-

	3,171,020	257,882

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Oddlygood UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

8. Creditors: Amounts Falling Due Within One Year

	31 December 2025	31 December 2024
	£	£
Trade creditors	31,142	13,711
Other taxes and social security	36,259	-
Net wages	2,497	458
Other creditors	4,345	1,517
Accruals and deferred income	353,426	152,231
Amounts owed to group undertakings	5,073,639	28,695,318
Amounts owed to subsidiaries	8,720	-

	5,510,028	28,863,235

The company is part of a group cash pooling arrangement managed by Oddlygood Oy, which centralises the management of liquidity across the group. The arrangement is structured as a physical cash pool, where the company’s excess cash is transferred to a central account, and funds are made available to group companies that require liquidity.

Balances in the cash pool are repayable on demand and bear interest at the following rates dependent on currency and amounts owed:

GBP up to £200,000 - SONIA

GBP over £200,000 - SONIA less 0.5%

EUR up to £500,000 - Euribor less 0.4%

EUR over £500,000 - Euribor less 0.2%

As at 31 December 2025, the company owes £4,202,675 to the group treasury under this arrangement as can be seen under 'Amounts owed to group undertakings'.

9. Creditors: Amounts Falling Due After More Than One Year

	31 December 2025	31 December 2024
	£	£
Amounts owed to group undertakings	15,300,000	-

10. Share Capital

	31 December 2025	31 December 2024
	£	£
Allotted, Called up and fully paid	101	100

During the year, the company issued 1 ordinary share at a total consideration of £10,500,000, the share nominal value is £1 and the remaining amount was recognised in the share premium account.

11. 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 £65,388 (2024 - £35,008). Contributions totalling £Nil (2024 - £Nil) were payable to the fund at the balance sheet date.

12. Dividends

No dividends were proposed or paid during the period.

Dividends in the amount of £2,781,220 were received from Rude Health Foods Ltd, a subsidiary company of Oddlygood UK Ltd, however this was offset against the investment in the subsidiary which you can see reflected in note 5.

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Oddlygood UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

13. Related Party Transactions

The company is a wholly owned subsidiary member of its group and has therefore taken advantage of the provisions of Section 33. 1A of FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” not to disclose transactions with entities that are wholly owned members of the group.

14. Ultimate Parent Undertaking and Controlling Party

The parent company of the smallest group in which these financial statements are consolidated is Oddlygood OY , incorporated in Finland. Copies of the group accounts may be obtained from the secretary, Meijeritie 6, 00370 Helsinki

15. Audit Information

The auditor's report on the accounts of Oddlygood UK Ltd for the year ended 31 December 2025 was unqualified.

The auditor's report was signed by Martin Herron BA (Hons) ACA (Senior Statutory Auditor) for and on behalf of MHA , Statutory Auditor.

MHA

The Pinnacle

150 Midsummer Boulevard

Milton Keynes

MK9 1LZ

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		31 December 2025		31 December 2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		25,896		-
Investments	5		25,605,137		28,386,357

			25,631,033		28,386,357
CURRENT ASSETS
Stocks	6	2,007		-
Debtors	7	3,171,020		257,882
Investments		7,960		-

		3,180,987		257,882
Creditors: Amounts Falling Due Within One Year	8	(5,510,028 )		(28,863,235 )

NET CURRENT ASSETS (LIABILITIES)			(2,329,041 )		(28,605,353 )

TOTAL ASSETS LESS CURRENT LIABILITIES			23,301,992		(218,996 )

Creditors: Amounts Falling Due After More Than One Year	9		(15,300,000 )		-

NET ASSETS/(LIABILITIES)			8,001,992		(218,996 )

CAPITAL AND RESERVES
Called up share capital	10		101		100
Share premium account			10,499,999		-
Profit and Loss Account			(2,498,108 )		(219,096 )

SHAREHOLDERS' FUNDS			8,001,992		(218,996)