Company registration number 05319619 (England and Wales)
ODL HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ODL HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr R Woznick
Mr T A Parsley
Mr B Bultema
Company number
05319619
Registered office
1 Brook Road
Bootle
Merseyside
L20 4XP
Auditor
MHA
Exchange Station
Tithebarn Street
Liverpool
L2 2QP
ODL HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
ODL HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

The group consisting of ODL Holdings Limited and its subsidiary ODL Europe Limited, supplies products to the window and door market, primarily serving fabricators who manufacture door sets and bi-fold doors. We also support small to medium-sized customers by providing door blanks prepared for locks, hinges, and hardware, with a variety of colours and glazing options available.

 

In 2024, turnover increased by £900k year-on-year, with gross profit rising from 19.10% to 20.96%. There was an increase in cost of goods sold which was largely driven by higher inbound freight costs, reflecting geopolitical instability, container shortages, and rising demand. Administration expenses remained stable at £3.9 million, while the bad and doubtful debt provision was increased due to a major customer entering liquidation in December 2024.

 

Despite subdued market conditions influenced by uncertainty around the UK election and broader geopolitical tensions, the Group made targeted capital investments that improved material yields and supported margin growth. A focused product line extension kept the offering relevant to evolving market trends. Continued progress in supply chain maturity and advancements in manufacturing processes contributed to consistent OTIF performance and strengthened overall service levels. Together, these initiatives enabled the Group to deliver improved financial performance.

 

Our parent company, ODL Inc., headquartered in Michigan, USA, continues to support our UK operations. ODL Inc. is committed to our success as we strive to become the leading door supplier in the UK market. We continue to place strong emphasis on employee engagement, fostering a positive and supportive workplace. To support this, we conduct confidential annual surveys via the ‘Great Place to Work’ platform, and we are proud that ODL has once again achieved certification as a ‘Great Place to Work.’

 

In 2024, the business plan horizon was extended from three to five years, with the Senior Leadership Team reviewing and updating the plan annually to set clear objectives that guide the company’s ongoing development and future success.

 

The Senior Leadership Team closely monitors and refines financial and non-financial key performance indicators (KPIs) to assess progress against the Group's strategic objectives. In addition to financial targets such as EBITDA, turnover, and operating profit, non-financial measures including quality standards and health and safety are prioritised to support customer satisfaction and a safe, productive workplace.

Principal risks and uncertainties

The business remains exposed to several principal risks, including:

 

· Market trends and the cost-of-living environment.

 

· Economic and political uncertainty.

 

· Supply chain pricing and reliability.

 

· Labour availability; and

 

· Competitor activity.

 

The Group values strong commercial relationships with key customers and suppliers, which are essential to its trading performance. These relationships are supported through open communication, collaboration, and mutual trust with suppliers, customers, and employees, helping to enhance customer satisfaction and maintain a safe and productive work environment.

ODL HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Future developments

The Group strives to remain a leader in the industry by actively responding to evolving customer requirements, market trends, and emerging technologies. Our focus on excellence motivates us to pursue innovative initiatives that continuously enhance both our product offerings and the quality of our customer service

Key performance indicators

The Group's key performance indicators are Turnover, Gross Profit and EBITDA.

 

 

 

 

2024

2023

 

 

£

£

Turnover (£)

16,910,874

16,017,400

Gross profit (£)

3,544,142

3,059,814

Gross profit (%)

20.96%

19.10%

EBITDA (£)

 

(26,681)

(542,610)

EBITDA (%)

Adjusted* EBITDA (£)

Adjusted EBITDA (%)

 

(0.16%)

185,692

1.1%

(3.39%)

(437,574)

(2.73%)

 

* Adjusted EBITDA takes in to account exceptional bad debt write off's in the year.

On behalf of the board

Mr B Bultema
Director
30 September 2025
ODL HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company and its group continued to be that of the procurement and distribution of doorslabs, and the manufacture and distribution of frames for doorglass and the manufacture of built in blinds.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr R Woznick
Mr T A Parsley
Mr B Bultema
Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

 

MHA were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Strategic Report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and principal risks and uncertainties.

On behalf of the board
Mr B Bultema
Director
30 September 2025
ODL HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ODL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ODL HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of ODL Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our 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 group's and parent 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 auditor's 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.

ODL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ODL HOLDINGS LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 auditor's 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

 

ODL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ODL HOLDINGS LIMITED
- 7 -

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 auditor's 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.

Andrew Matthews BFP ACA FCCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Liverpool, United Kingdom
30 September 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
ODL HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
16,910,874
16,017,400
Cost of sales
(13,366,732)
(12,957,586)
Gross profit
3,544,142
3,059,814
Administrative expenses
(3,859,363)
(3,839,905)
Operating loss
4
(315,221)
(780,091)
Interest payable and similar expenses
7
(184,999)
(173,720)
Loss before taxation
(500,220)
(953,811)
Tax on loss
8
218,317
(83,702)
Loss for the financial year
(281,903)
(1,037,513)
Loss for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owner of the parent company.

The notes on pages 14 to 31 form part of these financial statements.

ODL HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
10
981,622
981,141
Current assets
Stocks
13
5,175,176
4,396,900
Debtors
14
2,694,787
2,702,088
Cash at bank and in hand
326,309
1,422,819
8,196,272
8,521,807
Creditors: amounts falling due within one year
15
(10,968,227)
(10,794,015)
Net current liabilities
(2,771,955)
(2,272,208)
Total assets less current liabilities
(1,790,333)
(1,291,067)
Provisions for liabilities
Deferred tax liability
17
-
0
217,363
-
(217,363)
Net liabilities
(1,790,333)
(1,508,430)
Capital and reserves
Called up share capital
19
1,413,411
1,413,411
Profit and loss reserves
(3,203,744)
(2,921,841)
Total equity
(1,790,333)
(1,508,430)

The notes on pages 14 to 31 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 30 September 2025 and are signed on its behalf by:
30 September 2025
Mr B Bultema
Director
Company registration number 05319619 (England and Wales)
ODL HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
11
2,112,338
2,112,338
Current assets
Debtors
14
3,368,182
2,963,674
Creditors: amounts falling due within one year
15
(4,760,426)
(4,355,918)
Net current liabilities
(1,392,244)
(1,392,244)
Net assets
720,094
720,094
Capital and reserves
Called up share capital
19
1,413,411
1,413,411
Profit and loss reserves
(693,317)
(693,317)
Total equity
720,094
720,094

The notes on pages 14 to 31 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2023 - £0 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 30 September 2025 and are signed on its behalf by:
30 September 2025
Mr B Bultema
Director
Company registration number 05319619 (England and Wales)
ODL HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
1,413,411
(1,884,328)
(470,917)
Year ended 31 December 2023:
Loss and total comprehensive income
-
(1,037,513)
(1,037,513)
Balance at 31 December 2023
1,413,411
(2,921,841)
(1,508,430)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(281,903)
(281,903)
Balance at 31 December 2024
1,413,411
(3,203,744)
(1,790,333)

The notes on pages 14 to 31 form part of these financial statements.

ODL HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
1,413,411
(693,317)
720,094
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
0
Balance at 31 December 2023
1,413,411
(693,317)
720,094
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
0
Balance at 31 December 2024
1,413,411
(693,317)
720,094

The notes on pages 14 to 31 form part of these financial statements.

ODL HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
24
(1,878,625)
1,840,968
Interest paid
(184,999)
(173,720)
Income taxes refunded
954
82,729
Net cash (outflow)/inflow from operating activities
(2,062,670)
1,749,977
Investing activities
Purchase of tangible fixed assets
(289,022)
(535,812)
Proceeds from disposal of tangible fixed assets
-
6,000
Net cash used in investing activities
(289,022)
(529,812)
Financing activities
Receipt/(repayment) of borrowings
1,255,182
(1,005,701)
Net cash generated from/(used in) financing activities
1,255,182
(1,005,701)
Net (decrease)/increase in cash and cash equivalents
(1,096,510)
214,464
Cash and cash equivalents at beginning of year
1,422,819
1,208,355
Cash and cash equivalents at end of year
326,309
1,422,819

The notes on pages 14 to 31 form part of these financial statements.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

ODL Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Brook Road, Bootle, L20 4XP.

 

The group consists of ODL Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company ODL Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The Directors have considered current trading performance and forecasts for a period of at least twelve months from the date of signing the 2024 financial statements.

 

The Directors have carried out a thorough review of the Group's trade activities, profitability and cashflows. For the year ended 31 December 2024 the Group has increased revenues by £893k (5.6%) and improved gross profit by £484k (a 15.8% increase on the prior year). Overheads have been maintained broadly similar to the previous year and when taking in to account an exceptional bad debt provision in the year of £212k, adjusted EBITDA has returned to profit of £186k (from £438k EBITDA loss after bad debts in prior year).

 

The Group has no external bank debt and is fully funded by its ultimate parent undertaking, ODL Inc, a company registered in the United States of America. ODL Inc has provided a letter confirming its financial support for at least 12 months from the approval of these financial statements. The Directors have received sufficient evidence to show that ODL Inc have the means to support the Group if necessary.

 

After making detailed enquiries and forecasting, the directors have formed a judgment, at the time of approving the financial statements, that there is a strong expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on despatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
3 years straight line
Development costs
3 years straight line
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

 

Gifts of tangible fixed assets from parent companies are recognised at cost, where this can be reliably measured. Where cost cannot be reliably measured, the assets are brought in at £nil cost.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
3-7 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Costs are based on standard costings set at the start of each financial year, based upon the cost of purchase on a weighted average basis of the preceding 12 months.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss. Further detailed in note 2 of the financial statements.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Basic financial assets

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

All of the Group's assets are considered basic financial assets.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Other financial liabilities

All of the Group's liabilities are considered basic financial liabilities.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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

 

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

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Stock Provision

Stock is valued at the lower of cost and net realisable value based upon a standard costing set at the start of every year. Where necessary, provisions for slow moving and obsolete stock are made. Calculation of these provisions requires judgements to be made using the professional expertise of management and their knowledge of the group and the industry as a whole. Provisions take into account both the age of stock of doors and frames, the sales and purchases of these items over the year and anticipated sales pipeline for the subsequent year. Certain stock lines that have not been purchased in over 12 months are provided for at 50% of their book value and where this is greater than 24 months, these are provided for at 100% of their book value. Where these stock lines have sold in the year, a judgement is made to use the last 12 months sales quantities as an estimate for demand in the next 12 months. This demand is deducted from the stock provision at the year end and is deemed an accurate reflection by the directors of the final stock provision.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Provision for irrecoverable trade debtors

At each balance sheet date, management undertake a review of the outstanding trade debtor balances and estimate the balance that should either be impaired or provided against. This calculation is based on the financial position of the customer, the historical speed of payment and any ongoing discussions.

Useful economic life of fixed assets

The useful economic life of tangible fixed assets is judged at the point of purchase and reviewed at each financial reporting date. The group depreciates its tangible assets over their estimated useful lives. The estimates of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied.

Provision for warranty claims

Anticipated costs for repairs and refunds for a specific line of defective products are provided for. The calculation is based on an analysis of historic data and costs incurred after the balance sheet date to develop an estimate for future costs. All other general warranty claims, should they arise, are deemed by management to be reclaimable against the original manufacturer and as such any net impact of warranty costs on the group is well managed and should be immaterial to trading performance. No such general warranty provision is therefore provided for.

3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Frames
6,702,815
7,121,599
Blinds
535,805
727,834
Doors
9,672,254
8,167,967
16,910,874
16,017,400
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
16,845,324
15,780,706
Europe
65,550
236,694
16,910,874
16,017,400
ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(1,870)
1,139
Fees payable to the group's auditor for the audit of the group's financial statements
51,370
49,750
Depreciation of owned tangible fixed assets
288,541
208,623
Profit on disposal of tangible fixed assets
-
(6,000)
Amortisation of intangible assets
-
28,858
Operating lease charges
255,453
288,879
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administrative
5
7
-
-
Customer Service
7
7
-
-
Sales
1
3
-
-
Warehouse
9
9
-
-
Production
31
31
-
-
Total
53
57
0
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,272,405
2,302,741
-
0
-
0
Social security costs
247,542
232,695
-
-
Pension costs
50,147
48,155
-
0
-
0
2,570,094
2,583,591
-
0
-
0

The company has no employees other than its directors who are directly employed by other entities in the group and through the ultimate worldwide parent company.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
260,697
349,301
Company pension contributions to defined contribution schemes
4,603
4,805
265,300
354,106

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
260,697
349,201
Company pension contributions to defined contribution schemes
4,603
4,805
7
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings
184,999
173,720
8
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
-
0
(1,222)
Deferred tax
Origination and reversal of timing differences
(218,167)
92,302
Changes in tax rates
-
0
5,807
Adjustment in respect of previous periods
(150)
(13,185)
Total deferred tax
(218,317)
84,924
Total tax (credit)/charge
(218,317)
83,702
ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Taxation
(Continued)
- 24 -

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(500,220)
(953,811)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(125,055)
(224,336)
Tax effect of expenses that are not deductible in determining taxable profit
-
0
583
Tax effect of income not taxable in determining taxable profit
-
0
(932)
Adjustments in respect of prior years
(150)
(14,407)
Deferred tax adjustments in respect of prior years
-
0
5,802
Deferred tax not recognised
(93,112)
316,992
Taxation (credit)/charge
(218,317)
83,702

From 1 April 2023 the government have enacted changes to the corporation tax rate, increasing the main tax rate to 25%. For companies where financial year ends straddle two tax years, pre and post the increase of corporation tax to 25%, profits are apportioned in the ratio to account for the number of months under 19% taxation rate and 25% rate. The effective tax rate for the comparative year ended 31 December 2023 was therefore 23.52%.

9
Intangible fixed assets
Group
Software
Development costs
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
63,476
4,234
67,710
Amortisation and impairment
At 1 January 2024 and 31 December 2024
63,476
4,234
67,710
Carrying amount
At 31 December 2024
-
0
-
0
-
0
At 31 December 2023
-
0
-
0
-
0
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
10
Tangible fixed assets
Group
Assets under construction
Plant and equipment
Total
£
£
£
Cost
At 1 January 2024
482,262
2,867,801
3,350,063
Additions
-
0
289,022
289,022
Transfers
(482,262)
482,262
-
0
At 31 December 2024
-
0
3,639,085
3,639,085
Depreciation and impairment
At 1 January 2024
-
0
2,368,922
2,368,922
Depreciation charged in the year
-
0
288,541
288,541
At 31 December 2024
-
0
2,657,463
2,657,463
Carrying amount
At 31 December 2024
-
0
981,622
981,622
At 31 December 2023
482,262
498,879
981,141
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.

Assets under construction of £482,262 were brought into use during the year and appropriately transferred to plant and equipment, when depreciation then commenced in accordance with the useful life of the equipment.

11
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
2,112,338
2,112,338
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
2,112,338
Carrying amount
At 31 December 2024
2,112,338
At 31 December 2023
2,112,338
ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
ODL Europe Limited
1
Manufacture of frames and blinds
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
1 Brook Road, Bootle, Merseyside, L20 4XP

On 2nd January 2024 the dormant subsidiary Aperture Solutions Limited was formerly dissolved. This entity ceased trading on 31st December 2020 when its trade and assets were then hived up in to ODL Europe Limited.

13
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
930,201
138,021
-
-
Work in progress
10,822
-
-
-
Finished goods and goods for resale
4,234,153
4,258,879
-
0
-
0
5,175,176
4,396,900
-
-

At the year end, provisions for obsolete stock were £576,385 (2023: £464,970).

14
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,403,195
2,353,207
-
0
-
0
Amounts owed by group undertakings
-
-
3,368,182
2,963,674
Other debtors
1,967
-
-
0
-
0
Prepayments and accrued income
289,625
348,881
-
0
-
0
2,694,787
2,702,088
3,368,182
2,963,674

At the year end, a total of £185,387 (2023: £233,134) of trade debtors were provided against in the form of a bad debt provision.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
15
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
16
3,516,330
2,261,148
-
0
-
0
Trade creditors
1,053,327
1,344,034
-
0
-
0
Amounts owed to group undertakings
4,762,511
4,409,539
4,760,426
4,355,918
Other taxation and social security
390,829
348,269
-
-
Accruals and deferred income
1,245,230
2,431,025
-
0
-
0
10,968,227
10,794,015
4,760,426
4,355,918

Amounts owed to group undertakings are unsecured. interest free and repayable on demand. Other borrowings relate to formalised group loans owed to the parent company which are detailed within note 16 of the financial statements.

16
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Loans from group undertakings
3,516,330
2,261,148
-
0
-
0
Payable within one year
3,516,330
2,261,148
-
0
-
0

On 4th March 2022 the group received a loan from its parent company, ODL Incorporated, for the sum of $3,350,000. At the year end the outstanding balance was £2,032,815 (2023 - £2,135,628) the loan is unsecured and repayable on demand. There is no set repayment date and interest is charged on the first date of each applicable period and adjusted monthly on the first business date of each period hereafter at LIBOR plus 1% per annum.

 

On 25 March 2024, the group received a further loan from ODL Incorporated of $1,250,000. At the year end the outstanding balance was £994,170 (2023: £Nil) the loan is unsecured and repayable on demand. There is no set repayment date and interest is charged at a fixed rate of 5.5% per annum.

 

On 13 May 2024, the group entered into an agreement with ODL Incorporated for a total credit facility of $1,250,000. On the 31st May 2024 the group drew down $400,000 of this loan, leaving an unutilised facility of $850,000, at the year end the outstanding balance was £318,135 (2023: £Nil). There is no set repayment date and interest is charged at a fixed rate of 5.5% per annum.

 

Total interest charged on the above loans amounted to £171,210 (2023 - £125,520). This interest is accrued and has been applied to the loan balance.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Fixed asset timing differences
223,306
218,550
Tax losses
(222,131)
-
Short term timing differences
(1,175)
(1,187)
-
217,363
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
217,363
-
Credit to profit or loss
(217,363)
-
Asset at 31 December 2024
-
-

Deferred tax assets in relation to losses and other deductions in the year exceed the value of deferred tax liabilities in relation to accelerated capital allowances. The period in which these balances are expected to reverse is unpredictable and as such their balances have been netted off in the year. Where there remains a deferred tax asset balance in excess of the liability, this balance will be provided for in future when the reversing of these losses against future profits can be predicted with more certainty.

18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
50,147
48,155

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
19
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
2
2
Ordinary shares issued in USD of $1 each
750,000
750,000
432,563
432,563
Ordinary A shares issued in USD of $1 each
1,225,020
1,225,020
980,846
980,846
1,975,021
1,975,021
1,413,411
1,413,411

The group and company ordinary shares, which carry no right to fixed income, each carry the right to vote at the general meeting of the company.

20
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
148,276
199,324
-
-
21
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
220,172
120,950
-
-
Between two and five years
414,764
59,800
-
-
634,936
180,750
-
-

 

 

 

 

 

 

 

 

 

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
22
Related party transactions
Transactions with related parties

The group purchased goods from a fellow group company ODL Building Materials Manufacturing Corp of Suzhou China, amounting to £256,687 (2023: £513,342). At the year end £6,137 (2023: £53,621) was owed to this company which can be found within amounts owed to group undertakings, creditors due within one year of the financial statements, note 15 of the financial statements. This balance is unsecured, interest free and repayable on demand.

 

Goods were purchased from ODL Incorporated (a company incorporated in the United States of America) amounting to £250,967 (2023: £222,718). Management charges were also paid to ODL Incorporated totalling £100,509 (2023: £96,616). At the year end a balance of £4,760,426 (2023 - £4,355,918) was owed to ODL Incorporated by the group, which can be found within amounts due to group undertakings, creditors due within one year, note 15 of the financial statements. This balance is unsecured, interest free and repayable on demand.

 

Included within other borrowings, notes 15 and 16 of the financial statements are the following formalised loans received from the ultimate parent undertaking:

 

On 4th March 2022 the group received a loan from ODL Incorporated for the sum of $3,350,000. At the year end the outstanding balance was £2,032,815 (2023 - £2,135,628) the loan is unsecured and repayable on demand. There is no set repayment date and interest is charged on the first date of each applicable period and adjusted monthly on the first business date of each period hereafter at LIBOR plus 1% per annum.

 

On 25 March 2024, the group received a loan from ODL Incorporated of $1,250,000. At the year end the outstanding balance was £994,170 (2023: £Nil) the loan is unsecured and repayable on demand. Interest is charged at 5.5% per annum.

 

On 13 May 2024, the group entered into an agreement with ODL Incorporated for a total credit facility of $1,250,000. On the 31st May 2024 the company drew down $400,000 of this loan, leaving an unutilised facility of $850,000, at the year end the outstanding balance was £318,135 (2023: £Nil). The balance is repayable on demand and interest is charged at 5.5% per annum.

 

Total interest charged by ODL Incorporated and accrued against the above loans amounted to £171,210 (2023 - £125,520).

23
Controlling party

The ultimate worldwide parent company is ODL Incorporated. This is a company incorporated in Michigan in the United States of America.

 

The ultimate controlling party is Mr J Mulder by virtue of his majority shareholding in the ultimate worldwide parent company.

ODL HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
24
Cash (absorbed by)/generated from group operations
2024
2023
£
£
Loss for the year after tax
(281,903)
(1,037,513)
Adjustments for:
Taxation (credited)/charged
(218,317)
83,702
Finance costs
184,999
173,720
Gain on disposal of tangible fixed assets
-
(6,000)
Amortisation and impairment of intangible assets
-
28,858
Depreciation and impairment of tangible fixed assets
288,541
208,623
Movements in working capital:
(Increase)/decrease in stocks
(778,276)
176,520
Decrease/(increase) in debtors
7,301
(401,688)
(Decrease)/increase in creditors
(1,080,970)
2,614,746
Cash (absorbed by)/generated from operations
(1,878,625)
1,840,968
25
Analysis of changes in net debt - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
1,422,819
(1,096,510)
326,309
Borrowings excluding overdrafts
(2,261,148)
(1,255,182)
(3,516,330)
(838,329)
(2,351,692)
(3,190,021)
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