The directors present the strategic report for the year ended 31 December 2025.

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.

During 2025, net sales decreased by £1.28m compared with the previous year, primarily due to a reduction in Door Warehouse sales. Despite the reduction in revenue, the Company improved its underlying operational performance, improving gross margin from 20.38% to 23.54% through stronger cost control, lower customer credits and improved manufacturing contribution margins.

A focus on working capital management reduced inventory holdings by 22 days whilst maintaining strong service levels. These actions contributed to debt reduction of £1.35 million, strengthening the balance sheet and reducing financial leverage.

Cost of goods sold and administrative expenses remained relatively stable compared with the previous year with continued improvements in cost control contributing to an improved EBITDA.

Capital investments were deployed during the year to significantly increase production capacity within the door preparation operation while improving manufacturing efficiency.

The company continues to invest in product development, operational improvement and customer service to meet evolving market requirements. Our parent company, ODL Inc., headquartered in Michigan, USA, continues to support the Company’s growth and development in the UK market.

The Company continues to place strong emphasis on employee engagement and maintaining a positive workplace culture. Employee feedback is obtained through confidential annual surveys and ODL again achieved certification as a Great Place to Work during the year.

The Senior Leadership Team reviews and updates the formal business plan annually to set clear objectives that guide the company’s ongoing development and future success. Additionally, the Team closely monitors and refines financial and non-financial key performance indicators (KPIs) to assess progress against the Company’s strategic objectives. In addition to financial targets such as EBITDA, turnover, and operating profit, non-financial measures including employee engagement and health and safety are prioritised to support customer satisfaction and a safe, productive workplace.

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.

ODL Europe Limited 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 Europe Limited remains focused on profitable revenue growth, operational efficiency, customer satisfaction, product quality and effective working capital management. The company will continue to invest in its people, processes and products to support long-term sustainable growth.

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

* Adjusted EBITDA adjusts for exceptional bad debt write-offs in the year

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The principal activity of the company continued to be that of the procurement and distribution of doorslabs and the manufacture and distribution of frames for doorglass.

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

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

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

MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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.

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 company’s auditor 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 company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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 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 and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

We have audited the financial statements of ODL Europe Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor 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 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

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.

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 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.

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:

• Enquiries with management about any known or suspected instances of non-compliance with laws and regulations;

• Enquiries with management about any known or suspected instances of fraud within the business;

• Challenging assumptions and judgements made by management in their significant accounting estimates;

• Auditing the risk of management override of controls, including thorough testing of journal entries and other adjustments for appropriateness;

• Reviewing minutes of meetings of those charged with governance and legal and professional expenditure to identify any evidence of ongoing litigation or enquiries; and,

• Auditing risk of fraud in revenue, including through the testing of sales transactions and revenue cut off to ensure revenue has occurred in the financial statements and recognised in the correct accounting period.

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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 27 form part of these financial statements.

The notes on pages 11 to 27 form part of these financial statements.

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

The notes on pages 11 to 27 form part of these financial statements.

ODL Europe Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Brook Road, Bootle, L20 4XP.

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.

This 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 the reduced disclosure framework as a qualifying entity under FRS102 1.12 and has elected to apply the exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; and,

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of ODL Holdings Limited (a company registered in England & Wales). These consolidated financial statements are available from its registered office, 1 Brook Road, Bootle, Merseyside, L20 4XP and at Companies House.

The Dtrueirectors have considered current trading performance and forecasts for a period of at least twelve months from the date of signing the 2025 financial statements.

The Directors have carried out a thorough review of the company's trade activities, profitability and cashflows. For the year ended 31 December 2025 the company has seen decreased revenues by £1,281k however have improved gross profit by £247k (a 5.0% increase on the prior year). Overheads have been maintained broadly similar to the previous year.

Based on the forecasts and cash flow projections prepared by management, the company is expected to generate sufficient positive cash flows from its own operations and to have adequate working capital resources to meet its obligations as they fall due throughout the assessment period.

The Company 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 company if necessary. Whilst the Directors do not anticipate that such support will be necessary based on the company's current forecasts, it provides additional financial flexibility should trading performance differ from expectations.

After making detailed enquiries, forecasting and sensitising such forecasts, the directors have formed a judgment, at the time of approving the financial statements, that there is a strong expectation that the company 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.

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.

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:

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

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:

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 credited or charged to profit or loss.

At each reporting period end date, the company 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.

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using standard costing techniques 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.

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.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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, 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

All of the Company's assets are considered basic 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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

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

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.

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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 when the company has 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.

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.

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

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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’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.

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.

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 company 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, an estimate 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.

The useful economic life of tangible fixed assets is judged at the point of purchase and reviewed at each financial reporting date. The company 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.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

The actual charge/(credit) 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:

Deferred tax is not recognised in respect of tax losses of £5,405,591 (2024: £5,192,653) as it is not probable that they will be recovered in full against the reversal of deferred tax liabilities or future taxable profits. The directors continue to monitor this situation annually and will recognise a deferred tax asset on unutilised losses as soon as the period in which future taxable profits can be measured with more certainty.

At the year end, provisions for obsolete stock were £817,929 (2024: £576,385).

At the year end, a total of £42,195 (2024: £185,387) of trade debtors were provided against in the form of a bad debt provision.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand. Other borrowings relate to formalised group loans payable to the ultimate parent company, which are detailed within note 14 of the financial statements.

On 4th March 2022 the company received a loan from ODL Incorporated for the sum of $3,350,000. At the year end the outstanding balance was £2,013,325 (2024 - £2,032,815) 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 note rate plus 2% per annum, with note rate being SOFR plus 1%.

On 25 March 2024, the company received a further loan from ODL Incorporated of $1,250,000. At the year end the outstanding balance was £152,731 (2024: £994,170) 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 company 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 £nil (2024: £318,135). Interest was charged at a fixed rate of 5.5% per annum.

Total interest charged on the above loans amounted to £191,310 (2024 - £171,210). This interest is accrued and has been applied to the loan balance.

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

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 there are sufficient tax losses provided for to offset the liabilities due, but no further losses recognised as a deferred tax asset. 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.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

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

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

Amounts contracted for but not provided in the financial statements:

During the year the company entered into the following transactions with related parties:

Purchase of goods from ODL Building Materials Manufacturing Corp of Suzhou China, amounting to £240,469 (2024: £256,687). At the year end £34,602 (2024: £6,137) was owed to ODL Building Materials Manufacturing Corp of Suzhou. This can be found within amounts owed to group undertakings, creditors due within one year of the financial statements, note 13 of the financial statements.

Purchase of goods from ODL Incorporated (a company incorporated in the United States of America) amounting to £119,059 (2024: £250,967) respectively. At the year end £Nil (2024: £26,461) was owed to ODL Incorporated regarding trade balances, which is included within other borrowings note 13 and 14 of the financial statements.

Included within other borrowings, notes 13 and 14 of the financial statements are the following formalised loans received from the ultimate parent undertaking:

On 4th March 2022 the company received a loan from ODL Incorporated for the sum of $3,350,000. At the year end the outstanding balance was £2,013,325 (2024 - £2,032,815) 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 note rate plus 2% per annum, with note rate being SOFR plus 1%.

On 25 March 2024, the company received a loan from ODL Incorporated of $1,250,000. At the year end the outstanding balance was £152,731 (2024: £994,170) the loan is unsecured and repayable on demand. Interest is charged at 5.5% per annum.

On 13 May 2024, the company entered into an agreement with ODL Incorporated for a total credit facility of $1,250,000. At the year end the outstanding balance was £Nil (2024: £318,135). The balance is repayable on demand and interest is charged at 5.5% per annum.

Total interest charged by ODL Incorporated on the above loans amounted to £191,310 (2024: £171,210). This interest is accrued and has been applied to the loan balances above.

The company has taken advantage of the exemption conferred by paragraph 33.1A regarding the disclosure of transactions with its UK parent company ODL Holdings Limited.

The immediate UK parent company is ODL Holdings Limited a company incorporated in England and Wales.

ODL Holdings Limited is the parent of the smallest group for which group accounts are drawn up, in which this Company is included, and can be obtained from Companies House and the registered office:

ODL Holdings Limited

1 Brook Road

Bootle

Merseyside

L20 4XP

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

The Ultimate Controlling Party is considered to be Mr J Mulder by virtue of his majority shareholding in the ultimate worldwide Parent Company.

Nature of error

During the year, the directors reassessed the accounting treatment applied to transactions with a third-party manufacturer. Following this review, it was concluded that the company acts as principal in these arrangements and, accordingly, the related transactions should be presented on a gross basis within turnover and cost of sales. In prior periods, these transactions were presented on a net basis.