ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

ODDBOX DELIVERY LTD - Company Information

Caseware UK (AP4) 2023.0.135 2023.0.135 2023-06-302023-06-30true892022-07-01falseNo description of principal activity83false 09638976 2022-07-01 2023-06-30 09638976 2021-07-01 2022-06-30 09638976 2023-06-30 09638976 2022-06-30 09638976 2021-07-01 09638976 1 2022-07-01 2023-06-30 09638976 1 2021-07-01 2022-06-30 09638976 5 2022-07-01 2023-06-30 09638976 5 2021-07-01 2022-06-30 09638976 d:Director1 2022-07-01 2023-06-30 09638976 d:Director2 2022-07-01 2023-06-30 09638976 d:Director3 2022-07-01 2023-06-30 09638976 d:Director3 2023-06-30 09638976 d:Director5 2022-07-01 2023-06-30 09638976 d:Director5 2023-06-30 09638976 d:Director6 2022-07-01 2023-06-30 09638976 d:Director6 2023-06-30 09638976 d:Director7 2022-07-01 2023-06-30 09638976 d:Director7 2023-06-30 09638976 d:RegisteredOffice 2022-07-01 2023-06-30 09638976 e:Buildings e:ShortLeaseholdAssets 2022-07-01 2023-06-30 09638976 e:Buildings e:ShortLeaseholdAssets 2023-06-30 09638976 e:Buildings e:ShortLeaseholdAssets 2022-06-30 09638976 e:PlantMachinery 2022-07-01 2023-06-30 09638976 e:PlantMachinery 2023-06-30 09638976 e:PlantMachinery 2022-06-30 09638976 e:PlantMachinery e:OwnedOrFreeholdAssets 2022-07-01 2023-06-30 09638976 e:MotorVehicles 2022-07-01 2023-06-30 09638976 e:MotorVehicles 2023-06-30 09638976 e:MotorVehicles 2022-06-30 09638976 e:MotorVehicles e:OwnedOrFreeholdAssets 2022-07-01 2023-06-30 09638976 e:OfficeEquipment 2022-07-01 2023-06-30 09638976 e:OfficeEquipment 2023-06-30 09638976 e:OfficeEquipment 2022-06-30 09638976 e:OfficeEquipment e:OwnedOrFreeholdAssets 2022-07-01 2023-06-30 09638976 e:ComputerEquipment 2022-07-01 2023-06-30 09638976 e:ComputerEquipment 2023-06-30 09638976 e:ComputerEquipment 2022-06-30 09638976 e:ComputerEquipment e:OwnedOrFreeholdAssets 2022-07-01 2023-06-30 09638976 e:OwnedOrFreeholdAssets 2022-07-01 2023-06-30 09638976 e:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-07-01 2023-06-30 09638976 e:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-06-30 09638976 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2022-07-01 2023-06-30 09638976 e:DevelopmentCostsCapitalisedDevelopmentExpenditure e:OwnedIntangibleAssets 2022-07-01 2023-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 09638976

ODDBOX DELIVERY LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

ODDBOX DELIVERY LTD

COMPANY INFORMATION

Directors	D Ravindran
	E Vanpoperinghe
	C Cross (resigned 19 December 2022)
	A Townsend (resigned 13 February 2023)
	C K Teichman (resigned 13 February 2023)
	J K B Von Eckartsberg (appointed 13 February 2023)


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
	2 Chawley Park
	Cumnor Hill
	Oxford
	OX2 9GG

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 - 27

ODDBOX DELIVERY LTD

STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2023

Introduction

The directors are pleased to present their Strategic Report and audited financial statements of the company for the financial year ended 30 June 2023.

Business review

In 2023 we have reported revenue of £29.7m (2022: £32.2m) and net losses before tax were £3.7m (2022: £4.8m). This has reflected the investment to grow our customer base and enhancement to our systems as we grow.
Average employee numbers were 83 (2022: 89). We are proud to pay all our employees the London Living Wage.
In December 2022 to enhance and progress our growth plans, Oddbox secured follow on funding in convertible loan notes from our current lead investors, crowdfunding investors, angel investors and media for equity from a new investor.

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 and proactive measures are taken to deliver future profitability. 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 2023

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
2023: £29.7m 2022: £32.2m
EBITDA
2023: (£2.9m) 2022: (£4.5m)
Non-financial key performance indicators
The company’s key non-financial 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: 13 March 2024

Page 2

ODDBOX DELIVERY LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 JUNE 2023

The directors present their report and the financial statements for the year ended 30 June 2023.

Directors

The directors who served during the year were:

D Ravindran

E Vanpoperinghe

C Cross (resigned 19 December 2022)

A Townsend (resigned 13 February 2023)

C K Teichman (resigned 13 February 2023)

J K B Von Eckartsberg (appointed 13 February 2023)

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 judgments 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 £3,650,573 (2022 - loss £4,820,258).

No dividends have been proposed in 2023 (2022: 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.

Page 3

ODDBOX DELIVERY LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2023

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.

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: 13 March 2024

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 2023, 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 2023 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 BFP FCA (Senior Statutory Auditor)

for and on behalf of

James Cowper Kreston Audit

Chartered Accountants & Statutory Auditors

2 Chawley Park

Cumnor Hill

Oxford

OX2 9GG

15 March 2024

Page 8

ODDBOX DELIVERY LTD

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2023


	2023	2022
	£	£


Turnover	4	29,687,046	32,175,079
Cost of sales		(16,011,525)	(17,091,218)
Gross profit		13,675,521	15,083,861
Distribution costs		(5,853,510)	(6,327,055)
Administrative expenses		(11,103,322)	(13,537,376)
Operating loss	5	(3,281,311)	(4,780,570)
Interest receivable and similar income	9	25,292	-
Interest payable and similar expenses	10	(394,554)	(39,688)
Loss before tax		(3,650,573)	(4,820,258)
Loss for the financial year		(3,650,573)	(4,820,258)

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 14 to 27 form part of these financial statements.

Page 9

ODDBOX DELIVERY LTD

REGISTERED NUMBER: 09638976

BALANCE SHEET

AS AT 30 JUNE 2023


	2023	2022
Note	£	£

Fixed assets
Intangible assets	11		1,531,680		854,477
Tangible assets	12		171,538		336,923
			1,703,218		1,191,400
Current assets
Stocks	13	201,372		182,274
Debtors: amounts falling due within one year	14	1,872,957		1,356,999
Cash at bank and in hand	15	4,551,963		3,567,623
		6,626,292		5,106,896

Creditors: amounts falling due within one year	16	(2,322,987)		(4,017,861)
Net current assets			4,303,305		1,089,035
Total assets less current liabilities			6,006,523		2,280,435
Creditors: amounts falling due after more than one year	17		(7,581,916)		(205,963)
Provisions for liabilities
Other provisions	19	(180,431)		(179,723)
			(180,431)		(179,723)
Net (liabilities)/assets			(1,755,824)		1,894,749

Capital and reserves
Called up share capital	20	211	211
Share premium account	21	6,907,930	6,907,930
Profit and loss account	21	(8,663,965)	(5,013,392)
		(1,755,824)	1,894,749

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

E Vanpoperinghe

Director

Date: 13 March 2024

The notes on pages 14 to 27 form part of these financial statements.

Page 10

ODDBOX DELIVERY LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2023

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 July 2022	211	6,907,930	(5,013,392)	1,894,749

Loss for the year	-	-	(3,650,573)	(3,650,573)
At 30 June 2023	211	6,907,930	(8,663,965)	(1,755,824)

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 July 2021	202	2,948,417	(193,134)	2,755,485

Loss for the year	-	-	(4,820,258)	(4,820,258)
Shares issued during the year	9	3,959,513	-	3,959,522
At 30 June 2021	211	6,907,930	(5,013,392)	1,894,749

Page 11

ODDBOX DELIVERY LTD

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2023

			2023	2022
			£	£

Cash flows from operating activities
Loss for the financial year	(3,650,573)	(4,820,258)
Adjustments for:
Amortisation of intangible assets	303,816	103,643
Depreciation of tangible assets	181,233	148,212
Interest paid	394,554	39,688
Interest received	(25,292)	-
(Increase) in stocks	(19,098)	(34,494)
(Increase) in debtors	(515,958)	(738,054)
(Decrease)/increase in creditors	(1,704,852)	1,769,169
Increase in provisions	708	176,181
Net cash generated from operating activities	(5,035,462)	(3,355,913)

Cash flows from investing activities
Purchase of intangible fixed assets	(981,019)	(780,468)
Purchase of tangible fixed assets	(18,085)	(361,201)
Sale of tangible fixed assets	2,238	-
Interest received	25,292	-
Net cash from investing activities	(971,574)	(1,141,669)
Cash flows from financing activities
Issue of shares	-	3,959,521
Repayment of HP	(111,176)	-
New loans	7,497,106	316,302
Interest paid	(394,554)	(39,688)
Net cash used in financing activities	6,991,376	4,236,135
Net increase/(decrease) in cash and cash equivalents	984,340	(261,447)
Cash and cash equivalents at beginning of year	3,567,623	3,829,070
Cash and cash equivalents at the end of year	4,551,963	3,567,623

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,551,963	3,567,623
	4,551,963	3,567,623

The notes on pages 14 to 27 form part of these financial statements.

Page 12

ODDBOX DELIVERY LTD

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 30 JUNE 2023


At 1 July 2022	Cash flows	At 30 June 2023
£	£	£

Cash at bank and in hand	3,567,623	984,340	4,551,963
Debt due after 1 year	-	(7,497,106)	(7,497,106)
Debt due within 1 year	(24,085)	3,558	(20,527)
Finance leases	(316,302)	111,176	(205,126)
	3,227,236	(6,398,032)	(3,170,796)

The notes on pages 14 to 27 form part of these financial statements.

Page 13

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

1.	General information

Oddbox Delivery Ltd is a private company limited by share capital and incorporated in England and Wales (registered number 0963897) 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 judgment 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 2023

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 2023

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.

Page 16

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

2.12

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

years

2.13

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.

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 range from 3 to 6 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.

2.14

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.

Page 17

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

2.14

Tangible fixed assets (continued)

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

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.

2.15

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.

2.16

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.

2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

2.18

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 investment in ordinary shares.

Page 18

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Short term debtors and creditors are measured at the transaction price. Other financial instruments, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Financial liabilities and equity are classified according to the substance of the financial instrument’s contractual obligations, rather than the financial instrument’s legal form.

3.	Judgments 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 companies 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 2023

	B2C sales	29,687,046	32,175,079

All turnover arose within the United Kingdom.

Amortisation	303,816	103,643
Depreciation	181,233	148,212
Exchange differences	24,295	14,136
Other operating lease rentals	345,133	392,012

Fees payable to the Company's auditors for the audit of the Company's financial statements

17,600

15,700

Wages and salaries	3,457,369	3,910,795
Social security costs	431,060	396,692
Cost of defined contribution scheme	286,081	164,011
	4,174,510	4,471,498

The average monthly number of employees, including directors, during the year was 83 (2022 - 89).

Page 20

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

8.	Directors' remuneration
		2023	2022
		£	£

	Directors' emoluments	224,212	266,128

	The highest paid director received remuneration of £125,112 (2022 - £111,274).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £4,570 (2022 - £2,794).
	The amount of the accrued lump sum in respect of the highest paid director at 30 June 2023 amounted to £12,863 (2022 - £12,179).

9.	Interest receivable
		2023	2022
		£	£

Other interest receivable

25,292

10.	Interest payable and similar expenses
		2023	2022
		£	£

Interest payable

394,554

39,688

Page 21

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

11.	Intangible assets


		Development expenditure
	Cost
	At 1 July 2022	969,966
	Additions	981,019
	At 30 June 2023	1,950,985
	Amortisation
	At 1 July 2022	115,489
	Charge for the year	303,816
	At 30 June 2023	419,305
	Net book value
	At 30 June 2023	1,531,680
	At 30 June 2022	854,477

Page 22

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

12.	Tangible fixed assets

	Leasehold improvements	Plant and machinery	Motor vehicles	Office equipment	Computer equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 July 2022	196,802	160,785	45,118	22,964	134,715	560,384
Additions	2,415	3,937	-	5,864	5,869	18,085
Disposals	-	-	(7,671)	(11,486)	(2,869)	(22,026)
At 30 June 2023	199,217	164,722	37,447	17,342	137,715	556,443
Depreciation
At 1 July 2022	56,246	70,414	4,965	13,636	78,200	223,461
Charge for the year	64,911	45,061	21,170	10,046	40,045	181,233
Disposals	-	-	(5,434)	(11,486)	(2,869)	(19,789)
At 30 June 2023	121,157	115,475	20,701	12,196	115,376	384,905
Net book value
At 30 June 2023	78,060	49,247	16,746	5,146	22,339	171,538
At 30 June 2022	140,556	90,371	40,153	9,328	56,515	336,923

13.	Stocks
		2023	2022
		£	£

	Goods for resale	201,372	182,274

14.

Debtors

					2023	2022
					£	£


Trade debtors	941	19,618
Other debtors	442,274	1,068,536
Called up share capital not paid	102	102
Prepayments and accrued income	1,429,640	268,743
	1,872,957	1,356,999

Page 23

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

15.	Cash and cash equivalents
		2023	2022
		£	£

	Cash at bank and in hand	4,551,963	3,567,623

Trade creditors	1,239,858	2,567,744
Other taxation and social security	98,256	135,674
Obligations under finance lease and hire purchase contracts	120,316	110,339
Other creditors	42,882	152,218
Accruals and deferred income	821,675	1,051,886
	2,322,987	4,017,861

See note 18 for information on the securities of the hire purchase obligations.

Page 24

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

17.	Creditors: Amounts falling due after more than one year
		2023	2022
		£	£

Convertible loan notes	7,497,106	-
Net obligations under finance leases and hire purchase contracts	84,810	205,963
	7,581,916	205,963

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 18 for information on the securities of the hire purchase obligations.

Within one year	120,316	110,339
Between 1-5 years	84,810	205,963
	205,126	316,302

The obligations under finance lease and hire purchases are secured on the assets to which they relate.

Page 25

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

19.	Provisions for liabilities

		Dilapidations provision
		£

	At 1 July 2022	179,723
	Charged to profit or loss	708
	At 30 June 2023	180,431

20.	Share capital
		2023	2022
		£	£

Allotted, called up and fully paid

46,167 (2022 - 50,372) Ordinary shares of £0.001 each	46	46
48,577 (2023 - 44,658) A1 Ordinary shares of £0.001 each	49	49
5,398 (2022 - 4,962) A2 Ordinary shares of £0.001 each	5	5
8,709 (2022 - 9,000) Preference Series B shares of £0.001 each	9	9

	109	109

Allotted, called up and partly paid

101,520 (2022 - 101,520) Ordinary shares of £0.001 each	102	102

21.

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.

22.	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 £286,081 (2022: £164,011). Contributions totalling £20,527 (2022: £24,085) were payable to the fund at the balance sheet date and are included in other creditors.

Page 26

ODDBOX DELIVERY LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

Not later than 1 year	303,658	317,916
Later than 1 year and not later than 5 years	1,057,858	1,063,496
Later than 5 years	-	42,314
	1,361,516	1,423,726

24.	Share-based payments

During the year the Company issued 3,650 share options (2022: 7,164). The share options outstanding at the balance sheet date are 10,814 (2022: 7,164). 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.

25.

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.

Page 27