REGISTERED NUMBER: 10128202 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
for |
Overstone Holdings Limited |
REGISTERED NUMBER: 10128202 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
for |
Overstone Holdings Limited |
Overstone Holdings Limited (Registered number: 10128202) |
Contents of the Consolidated Financial Statements |
for the year ended 31 December 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 | to | 3 |
Report of the Directors | 4 | to | 5 |
Report of the Independent Auditors | 6 | to | 9 |
Consolidated Statement of Income and Retained Earnings |
10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Cash Flow Statement | 13 |
Notes to the Consolidated Cash Flow Statement | 14 | to | 15 |
Notes to the Consolidated Financial Statements | 16 | to | 28 |
Overstone Holdings Limited |
Company Information |
for the year ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants & |
Statutory Auditors |
Pacioli House |
9 Brookfield |
Duncan Close |
Northampton |
Northamptonshire |
NN3 6WL |
Overstone Holdings Limited (Registered number: 10128202) |
Group Strategic Report |
for the year ended 31 December 2023 |
The directors present their strategic report of the company and the group for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group to 31st December, 2023 was that of providing amusement and leisure facilities. |
REVIEW OF BUSINESS |
In the year ended 31st December 2023, the group's trading position continued on a positive trajectory, following on from the end of the previous year. We continue with our core activity of providing affordable family entertainment within leisure and retail environments. |
During the year the group opened its third indoor golf location within Xscape, Milton Keynes. This includes new activities of AR Darts & Karaoke which have been added to increase the customer experience. During the year we extended and refurbished our Funstation offering within the same scheme, as well as refurbishing our Star City venue and Head Office. |
Turnover continued to increase year on year whilst being able to maintain consistent gross and net margins. Day to day expenditure is continuously reviewed to ensure margins can be maintained and budgeted for. The group continues to explore cost saving opportunities where possible. |
Staff costs have increased due to statutory increases in the National Minimum Wage and further investment into our team with mid-year increases to help with the rising levels of inflation, ensuring that quality staff are attracted and retained. |
The group's reputation continues to grow within the leisure sector, and with the general public and landlords, due to the consistently high quality of our offering and ongoing investment within our venues. |
The group remains in a strong position due to continual expert management of the business and its ability to react to any unforeseen circumstance. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The group does not have significant exposure to foreign currency, credit, liquidity, interest rate or cash flow risks due to the nature of its trade. Exposure to other price risks arise in the normal course of the group's business. These risks are limited by the group's financial management policies described below. |
Other price risk |
The main risk faced by the business is that sites with long leases will cease to be profitable, whether through the reduction in footfall or the increase in ongoing running costs. We manage these risks by monitoring the impact of new attractions at sites and closing unprofitable sites if necessary. |
Overstone Holdings Limited (Registered number: 10128202) |
Group Strategic Report |
for the year ended 31 December 2023 |
Analysis of developments and performance |
The directors are satisfied with the performance of the company and group during the year and its position as at 31st December, 2023. |
The key performance indicators (KPI's) used in monitoring the group's performance are: |
1. Organic sales growth - year on year percentage change in sales revenue. |
2. Gross return on sales - gross profit as a percentage of sales revenue. |
3. Working capital ratio - total current assets divided by total current liabilities. |
KEY PERFORMANCE INDICATORS (KPI's) |
2023 | 2022 |
Organic sales growth | 14.71% | 66.99% |
Gross return on sales | 72.34% | 70.56% |
Working capital ratio | 3.88 | 3.52 |
ON BEHALF OF THE BOARD: |
Overstone Holdings Limited (Registered number: 10128202) |
Report of the Directors |
for the year ended 31 December 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023. |
DIVIDENDS |
The company paid dividends of £90,000 (2022: £134,000). The directors do not recommend payment of a further dividend. |
FUTURE DEVELOPMENTS |
Over the next 12 months the group has plans for further growth by adding additional locations and extending some of our current venues. This again will be achieved using existing cash reserves ensuring the stability of the group is not compromised in any way. We will look to continually invest into existing venues where required. |
The group has already implemented a change in pay rates at the beginning of 2024 so that employees aged 18 and over will be on the same hourly rate. This goes beyond the 21 and over age set by HMRC, which further shows the commitment to investing in our workforce. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
DISCLOSURE IN THE STRATEGIC REPORT |
Principal activity, financial risk management objectives and policies, and the exposure to foreign currency, credit, liquidity, interest rate, cash flow and other price risks are set out in the strategic report (as defined by section 414 C (11) of the Companies Act 2006). |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
Overstone Holdings Limited (Registered number: 10128202) |
Report of the Directors |
for the year ended 31 December 2023 |
AUDITORS |
The auditors, Clifford Roberts, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Overstone Holdings Limited |
Opinion |
We have audited the financial statements of Overstone Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 group's and of the parent company affairs as at 31 December 2023 and of the group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 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 the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Overstone Holdings Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company 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. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Overstone Holdings Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- | We obtained an understanding of the legal and regulatory framework applicable to the group and parent company and the sector in which they operate. We determined that the following laws and regulations were most significant: the Companies Act 2006, UK Generally Accepted Accounting Practice and UK corporate taxation laws. |
- | We obtained an understanding of how the group and parent company is complying with those legal and regulatory frameworks by making inquiries to the management and by observing the oversight of management, the culture of honesty and ethical behaviour and whether strong emphasis is placed on fraud prevention, which may reduce the opportunities for fraud to take place, and fraud deterrence, which could persuade individuals not to commit fraud in the first instance. We corroborated our inquiries through our review of all relevant available audit information. |
- | We assessed and understood the susceptibility of the group and parent company's financial statements to material misstatement, including how fraud might occur. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. The audit procedures performed by the engagement team included: |
> | identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud; |
> | understanding of how senior management considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; |
> | challenging assumptions and judgements made by management in its significant accounting estimates; |
> | performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; and, |
> | assessing the extent of compliance with relevant laws and regulations. |
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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Overstone Holdings Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants & |
Statutory Auditors |
Pacioli House |
9 Brookfield |
Duncan Close |
Northampton |
Northamptonshire |
NN3 6WL |
Overstone Holdings Limited (Registered number: 10128202) |
Consolidated |
Statement of Income and |
Retained Earnings |
for the year ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
TURNOVER | 13,070,395 | 11,394,415 |
Cost of sales | 3,615,354 | 3,354,216 |
GROSS PROFIT | 9,455,041 | 8,040,199 |
Administrative expenses | 5,260,275 | 4,425,322 |
4,194,766 | 3,614,877 |
Other operating income | 3 | (10,431 | ) | 45,271 |
OPERATING PROFIT | 5 | 4,184,335 | 3,660,148 |
Income from fixed asset investments | 6 | 99,800 | - |
Interest receivable and similar income | 7 | 187,917 | 51,697 |
287,717 | 51,697 |
4,472,052 | 3,711,845 |
Gain/(loss) on revaluation |
of listed investments | 30,272 | - |
4,502,324 | 3,711,845 |
Interest payable and similar expenses | 8 | 3,291 | 5,997 |
PROFIT BEFORE TAXATION | 4,499,033 | 3,705,848 |
Tax on profit | 9 | 853,696 | 618,512 |
PROFIT FOR THE FINANCIAL YEAR |
Retained earnings at beginning of year | 11,787,837 | 8,834,501 |
Dividends | 11 | (90,000 | ) | (134,000 | ) |
RETAINED EARNINGS FOR THE GROUP AT END OF YEAR |
15,343,174 |
11,787,837 |
Profit attributable to: |
Owners of the parent | 3,645,337 | 3,087,336 |
Overstone Holdings Limited (Registered number: 10128202) |
Consolidated Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 12 | - | - |
Tangible assets | 13 | 5,984,042 | 4,555,333 |
Investments | 14 | - | - |
Investment property | 15 | 152,459 | - |
6,136,501 | 4,555,333 |
CURRENT ASSETS |
Stocks | 16 | 298,576 | 246,933 |
Debtors | 17 | 1,824,142 | 2,697,319 |
Investments | 18 | 2,516,273 | - |
Cash at bank and in hand | 8,513,095 | 7,484,412 |
13,152,086 | 10,428,664 |
CREDITORS |
Amounts falling due within one year | 19 | 3,389,177 | 2,961,330 |
NET CURRENT ASSETS | 9,762,909 | 7,467,334 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
15,899,410 |
12,022,667 |
CREDITORS |
Amounts falling due after more than one year |
20 |
(87,995 |
) |
- |
PROVISIONS FOR LIABILITIES | 24 | (467,841 | ) | (234,430 | ) |
NET ASSETS | 15,343,574 | 11,788,237 |
CAPITAL AND RESERVES |
Called up share capital | 25 | 400 | 400 |
Retained earnings | 26 | 15,343,174 | 11,787,837 |
SHAREHOLDERS' FUNDS | 15,343,574 | 11,788,237 |
The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2024 and were signed on its behalf by: |
J L Miller - Director |
Overstone Holdings Limited (Registered number: 10128202) |
Company Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 12 |
Tangible assets | 13 |
Investments | 14 |
Investment property | 15 |
CURRENT ASSETS |
Debtors | 17 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 19 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 25 |
Retained earnings | 26 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 7,094,997 | 851,269 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Overstone Holdings Limited (Registered number: 10128202) |
Consolidated Cash Flow Statement |
for the year ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 5,530,947 | 4,100,377 |
Interest paid | (3,291 | ) | (5,997 | ) |
Tax paid | (1,172,034 | ) | (692,292 | ) |
Net cash from operating activities | 4,355,622 | 3,402,088 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (2,511,733 | ) | (1,560,246 | ) |
Purchase of current asset investments | (1,170,536 | ) | - |
Sale of tangible fixed assets | 48,070 | 130,928 |
Sale of current asset investments | 73,787 | - |
Acquisition of subsidiary | 35,756 | - |
Interest received | 187,917 | 51,697 |
Dividends received | 99,800 | - |
Net cash from investing activities | (3,236,939 | ) | (1,377,621 | ) |
Cash flows from financing activities |
Equity dividends paid | (90,000 | ) | (134,000 | ) |
Net cash from financing activities | (90,000 | ) | (134,000 | ) |
Increase in cash and cash equivalents | 1,028,683 | 1,890,467 |
Cash and cash equivalents at beginning of year |
2 |
7,484,412 |
5,593,945 |
Cash and cash equivalents at end of year |
2 |
8,513,095 |
7,484,412 |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Cash Flow Statement |
for the year ended 31 December 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
Profit before taxation | 4,499,033 | 3,705,848 |
Depreciation charges | 1,011,466 | 815,761 |
(Profit)/loss on disposal of fixed assets | (14,513 | ) | 18,983 |
Gain on revaluation of fixed assets | (30,272 | ) | - |
Finance costs | 3,291 | 5,997 |
Finance income | (287,717 | ) | (51,697 | ) |
5,181,288 | 4,494,892 |
Increase in stocks | (51,643 | ) | (86,070 | ) |
Increase in trade and other debtors | (24,087 | ) | (746,253 | ) |
Increase in trade and other creditors | 425,389 | 437,808 |
Cash generated from operations | 5,530,947 | 4,100,377 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2023 |
31.12.23 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 8,513,095 | 7,484,412 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 7,484,412 | 5,593,945 |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Cash Flow Statement |
for the year ended 31 December 2023 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
Acquisition | Other |
of | non-cash |
At 1.1.23 | Cash flow | subsidiary | changes | At 31.12.23 |
£ | £ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 7,484,412 | 992,927 | 35,756 | 8,513,095 |
7,484,412 | 992,927 | 35,756 | 8,513,095 |
Liquid resources |
Current asset |
investments | - | 1,096,749 | 1,389,252 | 30,272 | 2,516,273 |
- | 1,096,749 | 1,389,252 | 30,272 | 2,516,273 |
Debt |
Debts falling due |
after 1 year | - | - | (87,995 | ) | - | (87,995 | ) |
- | - | (87,995 | ) | - | (87,995 | ) |
Total | 7,484,412 | 2,089,676 | 1,337,013 | 30,272 | 10,941,373 |
4. | ACQUISITION OF BUSINESS |
During the year, Overstone Holdings Limited acquired a new subsidiary. Full analysis of this transaction is provided in the 'business combination' note in the accounts. |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements |
for the year ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Overstone Holdings Limited is a |
The company's principal place of business is 2 Gate Lodge Close, Round Spinney, Northampton NN3 8RJ. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to the 31st December, 2023. The results of the subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group. All intra group transactions, balances, income and expenses are eliminated on consolidation. The company, as permitted by section 408 of the Companies Act 2006, does not include its own profit and loss account in these financial statements although this was approved at the same date as these financial statements. |
Significant judgements and estimates |
In the application of the group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. |
The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below. |
(a) Deferral of monies held on cards and redeemable tickets provision |
Almost all locations operate cashless games. Customers preload their funcards and swipe or tap to play games. Tickets can be won on some games and prizes redeemed using them. Both card and ticket balances expire if not used within 12 months. |
As such, all balances remaining on cards and the value of tickets still held are deferred into the period in which they expire or are used. |
The income deferred was £443,927 (2022 - £545,047) and the value of the tickets provided for was £315,636 (2022 - £321,150) |
(b) Determining net book value of tangible fixed assets |
In determining the net book value of tangible fixed assets, management estimate both the residual value and the useful economic lives of the assets. Both judgements rely on the experience of management. |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover is recognised at the point of use of leisure facilities by customers. |
Investment income |
Income from investments is included in the income statement of the accounting period in which it is received. |
Goodwill |
Tangible fixed assets |
Leasehold improvements | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
No depreciation is provided on assets in the course of construction. |
Investments |
Investments comprise of quoted shares held as current assets and investments in subsidiaries held at cost. Investments in shares (other than shares of a subsidiary, associate or joint venture) are required to be carried at fair value through profit or loss, provided that they are publicly traded, or fair value can be measured reliably, for example by using a valuation technique. Where fair value cannot be measured reliably, then the investment is carried at cost less impairment. Changes in fair value and impairments are recognised in profit or loss. |
Investment property |
Investment property is carried at fair value determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the income statement. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Stocks consist of consumable items such as food and drink, and goods held for redemption using prize tickets. |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Overstone Holdings group enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans, and balances to and from related parties. |
Debt instruments (other than those wholly repayable or receivable in one year), including loans and other accounts receivable and payable, are initially measured at the present value of future cash flows and subsequently at amortised cost using the effective interest rate method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective impairment is found, an impairment loss is recognised in the income statement. |
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. |
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. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
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. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
3. | OTHER OPERATING INCOME |
2023 | 2022 |
£ | £ |
Government grants | (10,431 | ) | 45,271 |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
4. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 2,663,002 | 2,142,245 |
Social security costs | 170,261 | 139,801 |
Other pension costs | 139,615 | 122,148 |
2,972,878 | 2,404,194 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Admin and support | 14 | 13 |
Leisure and operation | 154 | 129 |
2023 | 2022 |
£ | £ |
Directors' remuneration | 24,000 | 24,000 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 2 | 2 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Hire of plant and machinery | 17,495 | 13,556 |
Other operating leases | 1,046,039 | 813,080 |
Depreciation - owned assets | 985,934 | 815,760 |
(Profit)/loss on disposal of fixed assets | (15,741 | ) | 18,983 |
Goodwill amortisation | 25,532 | - |
Auditors' remuneration | 33,552 | 31,396 |
Foreign exchange differences | 4,824 | 12,230 |
6. | INCOME FROM FIXED ASSET INVESTMENTS |
2023 | 2022 |
£ | £ |
Dividends received | 8,445 | - |
Overseas dividends | 3,268 | - |
Fixed income bond interest | 88,087 | - |
99,800 | - |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
7. | INTEREST RECEIVABLE AND SIMILAR INCOME |
2023 | 2022 |
£ | £ |
Deposit account interest | 166,846 | 51,697 |
Corporation tax interest | 21,071 | - |
187,917 | 51,697 |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Mortgage | 3,291 | - |
Interest on corporation tax | - | 5,997 |
3,291 | 5,997 |
9. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | 620,285 | 622,929 |
Deferred tax | 233,411 | (4,417 | ) |
Tax on profit | 853,696 | 618,512 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before tax | 4,499,033 | 3,705,848 |
Profit multiplied by the standard rate of corporation tax in the UK of 23.520 % (2022 - 19 %) |
1,058,173 |
704,111 |
Effects of: |
Expenses not deductible for tax purposes | 4,470 | 2,938 |
Income not taxable for tax purposes | (6,225 | ) | - |
Capital allowances in excess of depreciation | (422,870 | ) | (91,279 | ) |
(Profit)/loss on disposal of assets | (3,413 | ) | 3,607 |
Balancing charges | - | 4,817 |
Structures and Buildings allowance | (4,697 | ) | (1,265 | ) |
Deferred tax | 233,411 | (4,417 | ) |
Marginal rate relief | (143 | ) | - |
Expenses utilised | (5,010 | ) | - |
Total tax charge | 853,696 | 618,512 |
During the year the applicable tax rate changed from 19% to a main rate set at 25% and a small companies rate set at 19%. The effective rate of tax for the current year in the group was 23.52%. |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
10. | 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. |
11. | DIVIDENDS |
2023 | 2022 |
£ | £ |
Ordinary shares shares of £1 each |
Final | 90,000 | 134,000 |
12. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
Additions | 25,532 |
At 31 December 2023 | 25,532 |
AMORTISATION |
Amortisation for year | 25,532 |
At 31 December 2023 | 25,532 |
NET BOOK VALUE |
At 31 December 2023 | - |
13. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Leasehold | Plant and | and |
improvements | machinery | fittings |
£ | £ | £ |
COST |
At 1 January 2023 | 4,219,893 | 4,526,207 | 1,783,691 |
Additions | 149,354 | 777,002 | 129,600 |
Disposals | - | (56,220 | ) | - |
Reclassification/transfer | 1,048,115 | (11,052 | ) | 1,122,228 |
At 31 December 2023 | 5,417,362 | 5,235,937 | 3,035,519 |
DEPRECIATION |
At 1 January 2023 | 2,071,646 | 3,107,722 | 1,623,172 |
Charge for year | 381,622 | 431,655 | 161,295 |
Eliminated on disposal | - | (22,738 | ) | - |
At 31 December 2023 | 2,453,268 | 3,516,639 | 1,784,467 |
NET BOOK VALUE |
At 31 December 2023 | 2,964,094 | 1,719,298 | 1,251,052 |
At 31 December 2022 | 2,148,247 | 1,418,485 | 160,519 |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
13. | TANGIBLE FIXED ASSETS - continued |
Group |
Assets in |
the |
Motor | course of |
vehicles | construction | Totals |
£ | £ | £ |
COST |
At 1 January 2023 | 67,450 | 795,520 | 11,392,761 |
Additions | 28,639 | 1,427,138 | 2,511,733 |
Disposals | - | (75 | ) | (56,295 | ) |
Reclassification/transfer | (241 | ) | (2,222,583 | ) | (63,533 | ) |
At 31 December 2023 | 95,848 | - | 13,784,666 |
DEPRECIATION |
At 1 January 2023 | 34,888 | - | 6,837,428 |
Charge for year | 11,362 | - | 985,934 |
Eliminated on disposal | - | - | (22,738 | ) |
At 31 December 2023 | 46,250 | - | 7,800,624 |
NET BOOK VALUE |
At 31 December 2023 | 49,598 | - | 5,984,042 |
At 31 December 2022 | 32,562 | 795,520 | 4,555,333 |
Summertime Leisure Limited ceased trading from their principal place of business, Billing Aquadrome, Crow Lane, Northampton NN3 9DA, on the 2nd June, 2024. As of that date, the company has sold, or is in the process of disposing of, all its fixed assets. Their fixed assets have therefore been reclassified as current assets held for resale. |
14. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
14. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Pacioli House 9 Brookfield, Duncan Close, Moulton Park, Northampton, NN3 6WL |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Pacioli House 9 Brookfield, Duncan Close, Moulton Park, Northampton, NN3 6WL |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Pacioli House 9 Brookfield, Duncan Close, Moulton Park, Northampton, NN3 6WL |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Pacioli House 9 Brookfield, Duncan Close, Moulton Park, Northampton, NN3 6WL |
Nature of business: |
% |
Class of shares: | holding |
15. | INVESTMENT PROPERTY |
Group |
Total |
£ |
FAIR VALUE |
Acquisitions | 152,459 |
At 31 December 2023 | 152,459 |
NET BOOK VALUE |
At 31 December 2023 | 152,459 |
All the above assets were held for use in operating leases. |
The investment property was acquired in April 2021. The directors regard the open market cost of the investment to be an appropriate approximation of the fair value of the property as at the year end, having given due regard to the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. |
Therefore there is no change in value to recognise through the income statement in the current year and no associated deferred tax to provide for. |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
16. | STOCKS |
Group |
2023 | 2022 |
£ | £ |
Stocks | 298,576 | 246,933 |
17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade debtors | 3,217 | - |
Amounts owed by group undertakings | - | - |
Amounts owed by participating interests | 40,537 | 1,544,737 | - | 1,510,000 |
Other debtors | 32,309 | 10,100 |
Assets for resale | 63,533 | - | - | - |
Directors' current accounts | 144 | 95,000 | - | - |
Tax | 833,843 | 284,740 |
VAT | - | - |
Prepayments and accrued income | 850,559 | 762,742 |
1,824,142 | 2,697,319 |
18. | CURRENT ASSET INVESTMENTS |
Group |
2023 | 2022 |
£ | £ |
Listed investments | 600,900 | - |
Fixed income bond | 1,915,373 | - |
2,516,273 | - |
Market value of listed investments held by the group at 31 December 2023 - £581,987. |
Listed investments includes £18,913 of cash held within broker accounts. The cost of the listed investments as at the year end was £573,430. |
19. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade creditors | 825,722 | 667,402 |
Amounts owed to group undertakings | - | - |
Tax | 622,012 | 622,929 |
Social security and other taxes | 53,768 | 28,746 |
VAT | 178,964 | 136,173 | - | - |
Other creditors | 10,706 | 10,275 |
Accruals and deferred income | 1,698,005 | 1,495,805 |
3,389,177 | 2,961,330 |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
20. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2023 | 2022 |
£ | £ |
Bank loans (see note 21) | 87,995 | - |
21. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2023 | 2022 |
£ | £ |
Amounts falling due in more than five | years: |
Repayable otherwise than by instalments |
Bank loans | 87,995 | - |
22. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
2023 | 2022 |
£ | £ |
Within one year | 956,585 | 865,352 |
Between one and five years | 3,260,600 | 2,721,929 |
In more than five years | 4,787,925 | 4,026,666 |
9,005,110 | 7,613,947 |
The amount of non-cancellable operating lease payments recognised as an expense during the year was £1,032,088 (2022: £810,063). |
23. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2023 | 2022 |
£ | £ |
Bank loans | 87,995 | - |
The loan is secured by a standard mortgage deed in favour of the Mortgage Works (UK) Plc dated 30th June 2021, incorporating a fixed charge and negative pledge over the associated investment property. |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
24. | PROVISIONS FOR LIABILITIES |
Group |
2023 | 2022 |
£ | £ |
Deferred tax |
Accelerated capital allowances | 467,841 | 234,430 |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2023 | 234,430 |
Provided during year | 233,411 |
Balance at 31 December 2023 | 467,841 |
25. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary shares | £1 | 400 | 400 |
26. | RESERVES |
Group |
Retained |
earnings |
£ |
At 1 January 2023 | 11,787,837 |
Profit for the year | 3,645,337 |
Dividends | (90,000 | ) |
At 31 December 2023 | 15,343,174 |
Company |
Retained |
earnings |
£ |
At 1 January 2023 |
Profit for the year |
Dividends | ( |
) |
At 31 December 2023 |
27. | PENSION COMMITMENTS |
The group operates a defined contribution scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pensions cost charge for the year represents contributions payable by the group to the scheme and amounted to £139,615 (2022: £122,148). The amount outstanding at the year end was £9,630 (2021: £7,033). |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
28. | CAPITAL COMMITMENTS |
2023 | 2022 |
£ | £ |
Contracted but not provided for in the |
financial statements | - | 1,353,283 |
29. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the years ended 31 December 2023 and 31 December 2022: |
2023 | 2022 |
£ | £ |
J L Miller and Mrs V I Miller |
Balance outstanding at start of year | 95,000 | 536 |
Amounts advanced | 144 | 95,000 |
Amounts repaid | (95,000 | ) | (536 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 144 | 95,000 |
30. | RELATED PARTY DISCLOSURES |
Key management personnel of the entity or its parent (in the aggregate) |
2023 | 2022 |
£ | £ |
Compensation | 211,444 | 241,229 |
Other related parties |
2023 | 2022 |
£ | £ |
Amount due from related party | - | 1,510,000 |
No interest is charged in respect of this loan. |
Overstone Holdings Limited (Registered number: 10128202) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
31. | BUSINESS COMBINATION |
On the 1st January, 2023 Overstone Holdings Limited, acquired the ordinary share capital of Java Mill Investments Limited for consideration of £100. |
The following table summaries the consideration paid by the group, the fair value of the assets acquired and the liabilities assumed at the acquisition date. |
Recognised amounts of identifiable assets acquired and liabilities assumed |
Book values | Adjustments | Fair value |
£ | £ | £ |
Debtors | 100 | - | 100 |
Cash | 35,856 | - | 35,856 |
Listed investments | 561,966 | - | 561,966 |
Fixed income bond | 827,286 | - | 827,286 |
Investment property | 152,459 | - | 152,459 |
Amount owed to group companies | (1,510,000 | ) | - | (1,510,000 | ) |
Accruals | (3,375 | ) | - | (3,375 | ) |
Mortgage | (87,995 | ) | - | (87,995 | ) |
Tax | (1,729 | ) | - | (1,729 | ) |
Total identifiable net liabilities | (25,432 | ) | - | (25,432 | ) |
Goodwill | 25,532 |
Cash consideration | 100 |
The directors have fully amortised the goodwill in the period of acquisition. |
For cash flow purposes the amounts are disclosed as follows: |
£ |
Cash consideration | (100 | ) |
Cash acquired | 35,856 |
Net cash inflow | 35,756 |