ODU-UK Limited

Contents
	Page
Company Information	1
Directors' Report	2
Auditor's Report	3—4
Income Statement	5
Statement of Financial Position	6
Statement of Changes in Equity	7
Notes to the Financial Statements	8—13

The directors present their report and the financial statements for the year ended 31 December 2016.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

Statement of Disclosure of Information to Auditors

The directors of the company who held office at the date of approval of this annual report confirm that:

so far as they are aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Directors

The directors who held office during the year were as follows:

Mr Kurt Woelfl

Mr Nicholas Harper

Dr Joachim Belz

Small Company Rules

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

On behalf of the board

Mr Nicholas Harper

31st January 2017

Independent Auditor's Report to the Members of ODU-UK Limited

We have audited the financial statements of ODU-UK Limited for the year ended 31 December 2016 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 - Section 1A for Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

Respective Responsibilities of Directors and Auditors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board (APB's) Ethical Standards for Auditors, including APB Ethical Standard - Provisions Available for Small Entities (Revised), in the circumstances set out in note 15 to the financial statements.

Scope of the Audit of the Financial Statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on Financial Statements

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2016 and of its profit/(loss) for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to smaller entities; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on Other Matter Prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where 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;
the financial statements are not in agreement with the accounting records or returns;
certain disclosures of directors' remuneration specified by law are not made;
we have not received all the information and explanations we require for our audit, or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report.

Page 3

ODU-UK Limited

Auditor's Report (continued)

For The Year Ended 31 December 2016

Nigel Ricks FCA (Senior Statutory Auditor)

for and on behalf of Nigel Ricks & Company Ltd , Statutory Auditor

31st January 2017

Nigel Ricks & Company Ltd

Rose Villa

42 Glebe Street

Loughborough

Leicestershire

LE11 1JR

	Share Capital	Profit & Loss Account	Total
	£	£	£
As at 1 January 2015	2	444,845	444,847
Profit for the year and total comprehensive income	-	121,587	121,587

Dividends paid	-	(125,000)	(125,000)

As at 31 December 2015 and 1 January 2016	2	441,432	441,434


Profit for the year and total comprehensive income	-	10,987	10,987

As at 31 December 2016	2	452,419	452,421

1. Accounting Policies

1.1. Basis of Preparation of Financial Statements

The financial statements are prepared under the historical cost convention and in accordance with the FRS 102 Section 1A Small Entities - The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

1.2. Turnover

Turnover comprises the invoiced value of goods and services supplied by the company, net of Value Added Tax and trade discounts.

Turnover also includes commissions received during the period.

1.3. Research and Development

Expenditure on research and development is written off in the year it is incurred.

1.4. Tangible Fixed Assets and Depreciation

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

Plant & Machinery	10% straight line basis
Motor Vehicles	25% straight line basis
Fixtures & Fittings	10% and 20% reducing balance basis
Computer Equipment	20% and 25% straight line basis

1.5. Leasing and Hire Purchase Contracts

Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over the lease term.

1.6. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Work-in-progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

1.7. Foreign Currencies

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

1.8. Deferred Taxation

Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes, which have arisen but not reversed by the balance sheet date, except as required by the FRSSE.

Deferred tax is measured at the rates that are expected to apply in the periods when the timing differences are expected to reverse, based on the tax rates and law enacted at the balance sheet date.

1.9. Pensions

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

Page 8

ODU-UK Limited

Notes to the Accounts (continued)

For The Year Ended 31 December 2016

2. Turnover by Geographic Analysis

Company turnover derived from markets outside the United Kingdom.

	2016	2015
	£	£
United Kingdom	2,069,595	2,161,777
Europe	241,906	242,247

	2,311,501	2,404,024

3. Operating Profit

The operating profit is stated after charging:

	2016	2015
	£	£
Bad debts	2,085	313
Research and Development Costs	-	150,000
Directors' remuneration	105,262	95,865
Audit fees	11,500	10,000
Depreciation of tangible fixed assets	27,546	29,897

4. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2016	2015
	£	£
Wages and salaries	431,056	434,203
Other pension costs	6,237	6,365

	437,293	440,568

5. Average number of employees

Average number of employees, including directors, during the year was as follows:

	2016	2015
Office and administration	5	5
Sales, marketing and distribution	3	4

	8	9

Page 9

ODU-UK Limited

Notes to the Accounts (continued)

For The Year Ended 31 December 2016

6. Tax on Profit on Ordinary Activities

	Tax Rate		2016	2015
	2016	2015	£	£
UK Corporation Tax	20%	20%	5,237	29,175

Total Current Tax Charge			5,237	29,175
Deferred Taxation			-	(3,864 )

			5,237	25,311

			2016	2015
			£	£
Profit on ordinary activities before tax			16,224	146,898

Breakdown of Tax Charge is:
Tax on profit at 20% (UK standard rate)			3,245	29,747
Expenses not deductible for tax purposes			489	277
minus the following:
Capital allowances in excess of depreciation			(1,503 )	849

Current tax charge for the period			5,237	29,175

7. Tangible Assets


	Motor Vehicles	Fixtures & Fittings	Total
	£	£	£
Cost
As at 1 January 2016	106,350	68,277	174,627
Additions	57,594	1,960	59,554
Disposals	(69,249 )	(41,402 )	(110,651 )

As at 31 December 2016	94,695	28,835	123,530

Depreciation
As at 1 January 2016	42,814	58,868	101,682
Provided during the period	24,274	3,272	27,546
Disposals	(42,230 )	(40,085 )	(82,315 )

As at 31 December 2016	24,858	22,055	46,913

Net Book Value
As at 31 December 2016	69,837	6,780	76,617

As at 1 January 2016	63,536	9,409	72,945

Page 10

ODU-UK Limited

Notes to the Accounts (continued)

For The Year Ended 31 December 2016

8. Stocks

	2016	2015
	£	£
Stock - materials and work in progress	2,983	125,812

	2,983	125,812

9. Debtors

	2016	2015
	£	£
Due within one year
Trade debtors	342,289	261,208
Prepayments and accrued income	19,776	15,976
Other debtors	2,500	2,500
Corporation tax recoverable assets	4,763	18,825
Amounts owed by other participating interests	21,668	968

	390,996	299,477

10. Creditors: Amounts Falling Due Within One Year

	2016	2015
	£	£
Trade creditors	10,101	21,862
Other taxes and social security	10,998	10,819
VAT	87,834	77,192
Accruals and deferred income	67,986	79,151
Amounts owed to parent undertaking	8,276	7,505
Amounts owed to other participating interests	1,085	217,681

	186,280	414,210

11. Share Capital

	Value	Number	2016	2015
Allotted, called up and fully paid	£		£	£
Ordinary shares	1.00	2	2	2

Page 11

ODU-UK Limited

Notes to the Accounts (continued)

For The Year Ended 31 December 2016

12. Other Commitments

At the end of the period the company had minimum lease payments under non-cancellable leases as follows:

	Land and buildings
	2016	2015
	£	£
Leases due to expire
Within 1 year	-	3,978
Between 1 and 5 years	22,950	-

	22,950	3,978

13. Dividends

	2016	2015
	£	£
On equity shares:
Interim dividend paid	-	125,000

	-	125,000

14. Related Party Transactions

ODU GmbH & Co. KG

A company, based in Germany, also owned by Otto Dunkel GmbH

During the period the company received commission income of £19,450 (2015: £18,977), purchased stock of £1,456,423 (2015: £1,245,343), incurred management cost charges of £Nil (2015: £15,257), made salary recharges of £96,494 (2015: £89,384), incurred development costs of £Nil (2015: £150,000) and incurred royalty costs of £Nil (2015: £11,478). At the balance sheet date the amount due from ODU GmbH & Co. KG was £21,668 (2015 - (due to ODU GmbH & Co. KG) £211,440).

ODU Automotive GmbH

A company, based in Germany, also owned by Otto Dunkel GmbH

At the balance sheet date the amount due from ODU Automotive GmbH was £Nil (2015 - £968).

ODU ROM Manufacturing SRL

A company, based in Romania, also owned by Otto Dunkel GmbH

During the period the company purchased stock of £71,234 (2015: £36,380). At the balance sheet date the amount due to ODU ROM Manufacturing SRL was £1,085 (2015 - £6,241).

Otto Dunkel GmbH

Parent company, based in Germany

During the period the company made purchases of £8,276 (2015: £7,505) and paid dividends of £Nil (2015: £125,000) to Otto Dunkel GmbH. At the balance sheet date the amount due to Otto Dunkel GmbH was £8,276 (2015 - £7,505).

Terms and conditions of transactions with related parties:

Sales and purchases between related parties are made at normal market prices. Outstanding balances with entities are unsecured, interest free and cash settlement is expected within 60 days of invoice. The company has not provided or benefitted from any guarantees for any related party receivables or payables. At the balance sheet date, the company has not made any provision for doubtful debts relating to amounts owed by related parties (2015: Nil).

Page 12

ODU-UK Limited

Notes to the Accounts (continued)

For The Year Ended 31 December 2016

15. APB Ethical Standard - Provision Available for Small Entities

In common with other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

16. Ultimate Controlling Party

The company's ultimate controlling party is Otto Dunkel GmbH, a company based in Germany, by virtue of the ownership of 100% of the issued share capital in the company.

17. General Information

ODU-UK Limited Registered number 03546482 is a limited by shares company incorporated in England & Wales. The Registered Office is Rose Villa, 42 Glebe Street, Loughborough, Leicestershire, LE11 1JR.

		2016	2015
	Notes	£	£
TURNOVER	2	2,311,501	2,404,024
Cost of sales		(1,932,814 )	(1,747,157 )

GROSS PROFIT		378,687	656,867

Administrative expenses		(363,817 )	(528,806 )

OPERATING PROFIT	3	14,870	128,061
Profit on disposal of fixed assets		756	18,341
Other interest receivable and similar income		598	496

PROFIT BEFORE TAXATION		16,224	146,898
Tax on profit	6	(5,237 )	(25,311 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR		10,987	121,587

		2016		2015
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	7		76,617		72,945

			76,617		72,945
CURRENT ASSETS
Stocks	8	2,983		125,812
Debtors	9	390,996		299,477
Cash at bank and in hand		168,105		357,410

		562,084		782,699
Creditors: Amounts Falling Due Within One Year	10	(186,280 )		(414,210 )

NET CURRENT ASSETS (LIABILITIES)			375,804		368,489

TOTAL ASSETS LESS CURRENT LIABILITIES			452,421		441,434

NET ASSETS			452,421		441,434

CAPITAL AND RESERVES
Called up share capital	11		2		2
Profit and loss account			452,419		441,432

SHAREHOLDERS' FUNDS			452,421		441,434