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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: M K Rodwell
Mrs L C Sidoli





REGISTERED OFFICE: 28 Church Road
Stanmore
Middlesex
HA7 4XR





REGISTERED NUMBER: 11861376 (England and Wales)





ACCOUNTANTS: Parker Cavendish
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:

M K Rodwell
Mrs L C Sidoli

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:





M K Rodwell - Director


25 July 2024

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 (2,130,950 ) 7,742,310

(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 1,044 1,045
Investment property 9 - -
1,044 1,045

CURRENT ASSETS
Debtors 10 98,479,727 83,374,700
Cash at bank 11 1,462,554 17,609,466
99,942,281 100,984,166
CREDITORS
Amounts falling due within one year 12 (105,393,144 ) (54,552,405 )
NET CURRENT (LIABILITIES)/ASSETS (5,450,863 ) 46,431,761
TOTAL ASSETS LESS CURRENT
LIABILITIES

(5,449,819

)

46,432,806

CREDITORS
Amounts falling due after more than one
year

13

-

(48,459,078

)
NET LIABILITIES (5,449,819 ) (2,026,272 )

CAPITAL AND RESERVES
Called up share capital 1,045 1,045
Retained earnings (5,450,864 ) (2,027,317 )
SHAREHOLDERS' FUNDS (5,449,819 ) (2,026,272 )

Company's loss for the financial year (3,423,547 ) (211,524 )

The company is 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 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 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 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)

Notes to the Consolidated Financial Statements
for the Year Ended 31 October 2023

1. STATUTORY INFORMATION

C L Investments Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery etc - 25% on cost

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 1,045
Disposals (1 )
At 31 October 2023 1,044
NET BOOK VALUE
At 31 October 2023 1,044
At 31 October 2022 1,045

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

CL Investments 1 Limited
Registered office: United Kingdom
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

CL Investments 2 Limited
Registered office: United Kingdom
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

CL Investments 3 Limited
Registered office: United Kingdom
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

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

Blackridge Investments Limited
Registered office: United Kingdom
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

CL investments 4 Limited
Registered office:
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

CL Investments 5 Limited
Registered office:
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

CL investments 6 Limited
Registered office:
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00


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 49,821,021 34,716,786
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 680,619 416,596 792 -
14,217,341 1,279,500 98,479,727 83,374,700

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 - 49,454,040 -
Trade creditors 113,332 194,601 - -
Amounts owed to group undertakings 87,940 159,871 6,215,690 4,825,401
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 65,500 69,090
101,045,327 52,083,564 105,393,144 54,552,405

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 - 50,392,500
Loan arrangement fees - (623,226 ) - (623,226 )
Derivative financial instruments - (1,310,196 ) - (1,310,196 )
- 48,459,078 - 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.