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Company No: 10498050 (England and Wales)

O3 HOLDINGS (UK) LIMITED

Unaudited Financial Statements
For the financial year ended 31 March 2024
Pages for filing with the registrar

O3 HOLDINGS (UK) LIMITED

Unaudited Financial Statements

For the financial year ended 31 March 2024

Contents

O3 HOLDINGS (UK) LIMITED

BALANCE SHEET

As at 31 March 2024
O3 HOLDINGS (UK) LIMITED

BALANCE SHEET (continued)

As at 31 March 2024
Note 2024 2023
£ £
Fixed assets
Tangible assets 3 1 1
Investment property 4 19,500,000 24,750,000
19,500,001 24,750,001
Current assets
Debtors
- due within one year 5 4,365,915 4,368,613
- due after more than one year 5 1,312,500 0
Cash at bank and in hand 8,588 8,630
5,687,003 4,377,243
Creditors: amounts falling due within one year 6 ( 2,230,857) ( 2,336,561)
Net current assets 3,456,146 2,040,682
Total assets less current liabilities 22,956,147 26,790,683
Net assets 22,956,147 26,790,683
Capital and reserves
Called-up share capital 8 200 200
Share premium account 24,749,900 24,749,900
Revaluation reserve ( 3,937,500 ) 0
Profit and loss account 2,143,547 2,040,583
Total shareholder's funds 22,956,147 26,790,683

For the financial year ending 31 March 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of O3 Holdings (UK) Limited (registered number: 10498050) were approved and authorised for issue by the Board of Directors on 17 October 2024. They were signed on its behalf by:

D Gabbay
Director
O3 HOLDINGS (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2024
O3 HOLDINGS (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

O3 Holdings (UK) Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 8 Sackville Street, London, United Kingdom, W1S 3DG, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Turnover

Turnover represents amounts receivable on rental income. The income is recognised in the period to which it relates.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc. 5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Investment property

Investment property is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at each reporting date with changes in fair value recognised in profit or loss. Deferred taxation is provided on these gains at the rate expected to apply when the property is sold.

The fair value is determined annually by the directors, on an open market value for existing use basis.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

2024 2023
Number Number
Monthly average number of persons employed by the Company during the year, including directors 2 2

3. Tangible assets

Plant and machinery etc. Total
£ £
Cost
At 01 April 2023 10,334 10,334
At 31 March 2024 10,334 10,334
Accumulated depreciation
At 01 April 2023 10,333 10,333
At 31 March 2024 10,333 10,333
Net book value
At 31 March 2024 1 1
At 31 March 2023 1 1

4. Investment property

Investment property
£
Valuation
As at 01 April 2023 24,750,000
Fair value movement (5,250,000)
As at 31 March 2024 19,500,000

Valuation

The investment property was acquired by the company at fair value on 2 March 2017. The valuation at 2 March 2017 was provided by an independent valuer, Countrywide Surveyors Ltd, trading as Hamptons International. The directors reviewed the fair value at 31 March 2024 and considered the value had decreased from 2 March 2017. There was no formal valuation of the property as at 31 March 2024.

Historic cost

If the investment properties had been accounted for under the cost accounting rules, the properties would have been measured as follows:

5. Debtors

2024 2023
£ £
Debtors: amounts falling due within one year
Amounts owed by Parent undertakings 4,348,931 4,348,931
Corporation tax 0 238
Other debtors 16,984 19,444
4,365,915 4,368,613
Debtors: amounts falling due after more than one year
Deferred tax asset 1,312,500 0

6. Creditors: amounts falling due within one year

2024 2023
£ £
Taxation and social security 32,107 105,605
Other creditors 2,198,750 2,230,956
2,230,857 2,336,561

The directors consider that the carrying amount of trade payable approximates to their fair value.

7. Deferred tax

2024 2023
£ £
At the beginning of financial year 0 ( 360)
Credited to the Profit and Loss Account 1,312,500 360
At the end of financial year 1,312,500 0

8. Called-up share capital

2024 2023
£ £
Allotted, called-up and fully-paid
200 Ordinary A shares of £ 1.00 each 200 200

9. Related party transactions

At the year end the company was owed £4,348,931 (2023 - £4,348,931) by it's parent company in respect of an interest-free loan which is repayable on demand.

At the year end the company owed £2,194,549.64 (2023 - £1,996,143 ) to the directors of the company, in respect of interest free loans which are repayable on demand.

10. Ultimate controlling party

Parent Company:

The parent company and ultimate controlling party of O3 Holdings (UK) Limited is O3 Holdings Limited and its registered office is 30 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.