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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: J L Miller
Mrs V I Miller





SECRETARY: J L Miller





REGISTERED OFFICE: Pacioli House
9 Brookfield
Duncan Close
Northampton
Northamptonshire
NN3 6WL





REGISTERED NUMBER: 10128202 (England and Wales)





AUDITORS: Clifford Roberts
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:





J L Miller - Director


12 September 2024

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.

J L Miller
Mrs V I Miller

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:





J L Miller - Director


12 September 2024

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.




Robert Dearing BEng FCA (Senior Statutory Auditor)
for and on behalf of Clifford Roberts
Chartered Accountants &
Statutory Auditors
Pacioli House
9 Brookfield
Duncan Close
Northampton
Northamptonshire
NN3 6WL

12 September 2024

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 3,645,337 3,087,336

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 14 400 300
Investment property 15 - -
400 300

CURRENT ASSETS
Debtors 17 1,634,146 1,633,690
Cash at bank 6,782,962 5,180,600
8,417,108 6,814,290
CREDITORS
Amounts falling due within one year 19 259,096 5,661,175
NET CURRENT ASSETS 8,158,012 1,153,115
TOTAL ASSETS LESS CURRENT
LIABILITIES

8,158,412

1,153,415

CAPITAL AND RESERVES
Called up share capital 25 400 400
Retained earnings 26 8,158,012 1,153,015
SHAREHOLDERS' FUNDS 8,158,412 1,153,415

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 12 September 2024 and were signed on its behalf by:





J L Miller - Director


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 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 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
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" 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 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
Goodwill, being the amount paid in connection with the acquisition of a business has been fully amortised in the current year.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Leasehold improvements - Over the life of the lease
Plant and machinery - 25% on reducing balance
Fixtures and fittings - 25% on reducing balance, 15% on reducing balance, 10% on cost and 10% on reducing balance
Motor vehicles - 25% on reducing balance

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
168 142

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 300
Additions 100
At 31 December 2023 400
NET BOOK VALUE
At 31 December 2023 400
At 31 December 2022 300

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

Funstation Limited
Registered office: Pacioli House 9 Brookfield, Duncan Close, Moulton Park, Northampton, NN3 6WL
Nature of business: Providing amusement and leisure facilities
%
Class of shares: holding
Ordinary 100.00

Summertime Leisure Limited
Registered office: Pacioli House 9 Brookfield, Duncan Close, Moulton Park, Northampton, NN3 6WL
Nature of business: Providing family and leisure entertainments
%
Class of shares: holding
Ordinary 100.00

HJM Leisure Limited
Registered office: Pacioli House 9 Brookfield, Duncan Close, Moulton Park, Northampton, NN3 6WL
Nature of business: Non trading
%
Class of shares: holding
Ordinary 100.00

Java Mill Investments Ltd
Registered office: Pacioli House 9 Brookfield, Duncan Close, Moulton Park, Northampton, NN3 6WL
Nature of business: Letting and investment activities
%
Class of shares: holding
Ordinary 100.00


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 - - 1,632,187 122,287
Amounts owed by participating interests 40,537 1,544,737 - 1,510,000
Other debtors 32,309 10,100 100 100
Assets for resale 63,533 - - -
Directors' current accounts 144 95,000 - -
Tax 833,843 284,740 - -
VAT - - 1,859 1,303
Prepayments and accrued income 850,559 762,742 - -
1,824,142 2,697,319 1,634,146 1,633,690

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 - 7,818
Amounts owed to group undertakings - - 227,801 5,638,946
Tax 622,012 622,929 21,245 5,961
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 10,050 8,450
3,389,177 2,961,330 259,096 5,661,175

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: £    £   
400 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 1,153,015
Profit for the year 7,094,997
Dividends (90,000 )
At 31 December 2023 8,158,012


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