REGISTERED NUMBER: 11861376 (England and Wales) |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 October 2023 |
for |
C L Investments Holdings Limited |
REGISTERED NUMBER: 11861376 (England and Wales) |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 October 2023 |
for |
C L Investments Holdings Limited |
C L Investments Holdings Limited (Registered number: 11861376) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 October 2023 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Consolidated Income Statement | 3 |
Consolidated Balance Sheet | 4 |
Company Balance Sheet | 6 |
Notes to the Consolidated Financial Statements | 8 |
C L Investments Holdings Limited |
Company Information |
for the Year Ended 31 October 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
Chartered Accountants |
28 Church Road |
Stanmore |
Middlesex |
HA7 4XR |
C L Investments Holdings Limited (Registered number: 11861376) |
Report of the Directors |
for the Year Ended 31 October 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 October 2023. |
DIRECTORS |
The directors during the year under review were: |
The directors holding office at 31 October 2023 did not hold any beneficial interest in the issued share capital of the company at 1 November 2022 or 31 October 2023. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
C L Investments Holdings Limited (Registered number: 11861376) |
Consolidated Income Statement |
for the Year Ended 31 October 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 5,769,202 | 5,044,605 |
Administrative expenses | (1,202,507 | ) | (849,775 | ) |
4,566,695 | 4,194,830 |
Other operating income | - | 2,730 |
OPERATING PROFIT | 4 | 4,566,695 | 4,197,560 |
Interest receivable and similar income | 33,993 | 2,875 |
4,600,688 | 4,200,435 |
Gain/loss on revaluation of investment property |
(4,198,910 |
) |
6,116,751 |
401,778 | 10,317,186 |
Interest payable and similar expenses | (3,091,868 | ) | 6,449 |
(LOSS)/PROFIT BEFORE TAXATION | (2,690,090 | ) | 10,323,635 |
Tax on (loss)/profit | 5 | 559,140 | (2,581,325 | ) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (2,130,950 | ) | 7,742,310 |
C L Investments Holdings Limited (Registered number: 11861376) |
Consolidated Balance Sheet |
31 October 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 7 | 48,261 | - |
Investments | 8 | - | - |
Investment property | 9 | 101,710,000 | 100,785,000 |
101,758,261 | 100,785,000 |
CURRENT ASSETS |
Debtors | 10 | 14,217,341 | 1,279,500 |
Cash at bank | 11 | 2,030,010 | 18,268,510 |
16,247,351 | 19,548,010 |
CREDITORS |
Amounts falling due within one year | 12 | (101,045,327 | ) | (52,083,564 | ) |
NET CURRENT LIABILITIES | (84,797,976 | ) | (32,535,554 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
16,960,285 |
68,249,446 |
CREDITORS |
Amounts falling due after more than one year |
13 |
- |
(48,459,078 |
) |
PROVISIONS FOR LIABILITIES | (2,304,864 | ) | (3,003,997 | ) |
NET ASSETS | 14,655,421 | 16,786,371 |
CAPITAL AND RESERVES |
Called up share capital | 1,045 | 1,045 |
Merger reserve | 16 | (938 | ) | (938 | ) |
Retained earnings | 14,655,314 | 16,786,264 |
SHAREHOLDERS' FUNDS | 14,655,421 | 16,786,371 |
The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 October 2023. |
The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 October 2023 in accordance with Section 476 of the Companies Act 2006. |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group. |
C L Investments Holdings Limited (Registered number: 11861376) |
Consolidated Balance Sheet - continued |
31 October 2023 |
The 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 25 July 2024 and were signed on its behalf by: |
M K Rodwell - Director |
C L Investments Holdings Limited (Registered number: 11861376) |
Company Balance Sheet |
31 October 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 7 |
Investments | 8 |
Investment property | 9 |
CURRENT ASSETS |
Debtors | 10 |
Cash at bank | 11 |
CREDITORS |
Amounts falling due within one year | 12 | ( |
) | ( |
) |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
CREDITORS |
Amounts falling due after more than one year |
13 |
( |
) |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
Company's loss for the financial year | (3,423,547 | ) | (211,524 | ) |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
C L Investments Holdings Limited (Registered number: 11861376) |
Company Balance Sheet - continued |
31 October 2023 |
The financial statements were approved by the Board of Directors and authorised for issue on |
C L Investments Holdings Limited (Registered number: 11861376) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 October 2023 |
1. | STATUTORY INFORMATION |
C L Investments Holdings Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The consolidated financial statements incorporate the financial statements of C L Investments Holdings Ltd and all its subsidiaries made up to 31 October 2023. |
Turnover |
Income comprises rent receivable from investment properties net of value added tax and is recognised on an accruals basis. Benefits provided to lessees in the form of rent free periods and capital contributions are treated as a reduction in the overall return on the lease and are recognised on a straight line basis over the full term of the lease. |
Tangible fixed assets |
Plant and machinery etc | - |
Investment property |
Initial measurement |
Investment properties are initially measured at cost. |
Subsequent measurement |
Investment properties are measured at fair value at each reporting date with changes in fair values recognised in profit or loss. No depreciation is provided in respect of investment properties. |
Financial instruments |
Derivative Financial Instruments |
The company uses interest rate swap contracts to reduce exposure to interest rate risks. |
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the profit and loss in the finance costs or income as appropriate. |
The company does not currently apply hedge accounting for interest rate swap derivatives. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
C L Investments Holdings Limited (Registered number: 11861376) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Cash at bank |
Included in cash at bank are certain bank accounts with cash balances which are under the control of the lender as stipulated in the bank loan agreement. Rental receipts (excluding VAT) are paid into this account and are released by the lender after the deduction of the bank loan interest. |
Going concern |
At 31 October 2023, the company had a current liability position. The directors are of the opinion that as the value of the company's investments in the principal subsidiaries is greatly in excess of cost, the financial statements have been prepared on going concern basis. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost less provision for impairments. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was NIL (2022 - NIL). |
4. | OPERATING PROFIT |
The operating profit is stated after charging: |
2023 | 2022 |
£ | £ |
Depreciation - owned assets | 28,479 | - |
5. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | 220,309 | 572,831 |
Prior year tax adjustment | (80,316 | ) | (59 | ) |
Total current tax | 139,993 | 572,772 |
Deferred tax | (699,133 | ) | 2,008,553 |
Tax on (loss)/profit | (559,140 | ) | 2,581,325 |
6. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
C L Investments Holdings Limited (Registered number: 11861376) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 October 2023 |
7. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
and |
fittings |
£ |
COST |
Additions | 21,723 |
Reclassification/transfer | 55,017 |
At 31 October 2023 | 76,740 |
DEPRECIATION |
Charge for year | 28,479 |
At 31 October 2023 | 28,479 |
NET BOOK VALUE |
At 31 October 2023 | 48,261 |
8. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 November 2022 |
Disposals | ( |
) |
At 31 October 2023 |
NET BOOK VALUE |
At 31 October 2023 |
At 31 October 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
C L Investments Holdings Limited (Registered number: 11861376) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 October 2023 |
8. | FIXED ASSET INVESTMENTS - continued |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
Registered office: |
Nature of business: |
% |
Class of shares: | holding |
Registered office: |
Nature of business: |
% |
Class of shares: | holding |
Registered office: |
Nature of business: |
% |
Class of shares: | holding |
9. | INVESTMENT PROPERTY |
Group |
Total |
£ |
FAIR VALUE |
At 1 November 2022 | 100,785,000 |
Additions | 5,178,927 |
Revaluations | (4,198,910 | ) |
Reclassification/transfer | (55,017 | ) |
At 31 October 2023 | 101,710,000 |
NET BOOK VALUE |
At 31 October 2023 | 101,710,000 |
At 31 October 2022 | 100,785,000 |
Fair value at 31 October 2023 is represented by: |
£ |
Valuation in 2023 | 101,710,000 |
If the investment properties had not been revalued they would have been included at the following historical cost: |
2023 | 2022 |
£ | £ |
Cost | 95,958,735 | 90,834,825 |
The investment properties were valued on an open market basis on 31 October 2023 by directors . |
C L Investments Holdings Limited (Registered number: 11861376) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 October 2023 |
10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade debtors | 225,685 | 169,129 |
Amounts owed by group undertakings | 12,396,419 | 143,350 |
Other debtors | 416,685 | 504,425 |
Loans to group undertakings | - | - | 48,657,914 | 48,657,914 |
Tax | 497,933 | 46,000 |
Prepayments and accrued income | 680,619 | 416,596 |
14,217,341 | 1,279,500 |
The company's loans to group undertakings are interest free and repayable on demand. Further information is given in note 12. |
Group |
The amounts owed by group undertakings comprise of balances due from the parent undertaking of C L Investments Holdings Ltd. |
11. | CASH AT BANK |
Group and company |
Included in cash at bank are certain bank accounts with cash balances which are under the control of the lender as stipulated in the bank loan agreement. Rental receipts (excluding VAT) are paid into this account and are released by the lender after the deduction of the bank loan interest. At the year end, the amount included in the cash at bank total under the control of the lender amounted to £3,013 (group) and £555 (company). |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans and overdrafts | 49,454,040 | - |
Trade creditors | 113,332 | 194,601 |
Amounts owed to group undertakings | 87,940 | 159,871 |
Tax | 99,898 | 329,823 |
VAT | 215,904 | 106,863 | - | - |
Other creditors | 360,481 | 268,807 |
Loans from group undertakings | 49,657,914 | 49,657,914 | 49,657,914 | 49,657,914 |
Accruals and deferred income | 1,055,818 | 1,365,685 |
101,045,327 | 52,083,564 |
C L Investments Holdings Limited (Registered number: 11861376) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 October 2023 |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued |
The bank loans and overdrafts are made up as follows: |
2023 | 2022 |
£ | £ |
Bank loans | 50,392,500 | - |
Loan arrangement fees | (285,780 | ) | - |
Derivative financial instruments | (652,680 | ) | - |
49,454,040 | - |
The directors are currently in negotiations with the lender to refinance the loan and are confident that this will be successfully completed in due course. As part of the refinancing, the lender has extended the current facilities to January 2025. |
The group's and the company's loans from group undertakings are interest free and repayable on demand. Further information is given in note 12. |
Group |
The amounts owed to group undertakings comprise of balances due to the parent undertaking of C L Investments Holdings Ltd. |
13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans | - | 50,392,500 |
Loan arrangement fees | - | (623,226 | ) | - | (623,226 | ) |
Derivative financial instruments | - | (1,310,196 | ) | - | (1,310,196 | ) |
- | 48,459,078 |
14. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loan | 50,392,500 | 50,392,500 | 50,392,500 | 50,392,500 |
The bank loan is secured by a charge over the investment properties held by the subsidiary companies and a floating charge over all assets. Additionally, the bank has a charge over the shareholdings in the subsidiary companies and a charge over subordinated loan agreements between the company and the subsidiaries. |
15. | FINANCIAL INSTRUMENTS |
Derivative financial instruments |
The company has entered into interest rate swap contracts to mitigate the interest rate risk on the bank loan. At 31 October 2023, the company had an asset of £652,680 (2022: £1,310,196) on its interest rate swap contracts. The swap expired on 12 June 2024. |
C L Investments Holdings Limited (Registered number: 11861376) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 October 2023 |
16. | RESERVES |
Group |
Merger |
reserve |
£ |
At 1 November 2022 |
and 31 October 2023 | (938 | ) |
17. | CAPITAL COMMITMENTS |
2023 | 2022 |
£ | £ |
Contracted but not provided for in the |
financial statements | 494,890 | 173,336 |
18. | RETAINED EARNINGS |
Group |
The retained earnings of £14,655,314 (2022: £16,786,264) comprise distributable reserves of £7,594,630 (2022: £7,203,616) and non-distributable reserves of £7,060,684 (2022: £9,582,648) which relate to property revaluations less related deferred tax provision. |