Registered number: 03149381
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2024
|
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
REGISTERED NUMBER: 03149381
BALANCE SHEET
AS AT 31 MARCH 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
REGISTERED NUMBER: 03149381
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 March 2025.
The notes on pages 4 to 10 form part of these financial statements.
|
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer fair value movement in investment property
|
|
|
|
|
Dividends: Equity capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends: Equity capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 4 to 10 form part of these financial statements.
|
|
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Overdale Holdings Limited (Formerly Central Investments Limited) is a private company, limited by shares, incorporated in England, United Kingdom. The Company's registration number is 03149381. The registered office is Unit 8, Westgate Park Industrial Estate, Tintagel Way, Aldridge, West Midlands, WS9 8ER. The principal activity of the company continued to be that of a holding company and the provision of management services.
The financial statements are prepared in Sterling which is the functional currency of the company. The financial statements level of rounding is to the nearest £1.
2.Accounting policies
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
|
|
Exemption from preparing consolidated financial statements
|
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
The accounts have been prepared on the going concern basis notwithstanding the Company's net current liability position of £1,438,019 (2023 - £1,438,978). The directors have assessed the Company and its subsidiary's future trading expectations which show that the Company and its Group expect to operate within the level of its net current liabilities. Furthermore, the directors have received assurances that amounts owed to group undertakings and amounts owed to directors totaling £1,442,095 (2023 - £1,422,550) repayable on demand will not be requested for payment for at least twelve months from the date of signing these financial statements. Additional support is also available from the wider group to bridge short term funding requirements if required through the declaration of dividends to the Company.
The directors, therefore, have a reasonable expectation that they have adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the annual report and accounts.
The Company's principal activity is that of a holding company. Turnover represents management charges made to subsidiary and other companies at invoiced amounts net of value added tax and is recognised on the provision of services when it is probable the Company will receive previously agreed upon payment.
|
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Other operating income represents rental income at invoiced amounts net of value added tax. Income is recognised in accordance with the period to which it relates.
Finance costs are charged to Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
|
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Investment property is carried at fair value determined annually by external valuers 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 Statement of Comprehensive Income.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The company only has basic financial instruments.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
The average monthly number of employees, including directors, during the year was 4 (2023 - 4).
|
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 23 September 2024, as part of a capital reduction demerger transaction, the company declared a distribution in specie of £1,190,441 in favour of Jofson Investments Limited consisting of its shareholding of 10,000 ordinary shares in Jofson Limited.
|
|
|
Freehold investment property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The property has been valued by the directors having regard a full valuation of the investment property carried out by an independent, professionally qualified valuer in October 2023. The valuation was undertaken in accordance with the Red Book RICS valuation standards.
|
|
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
Other creditors of £138,995 (2023 - £95,914) are secured against the assets of the company.
|
|
The provision for deferred taxation is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
Investment property revaluation gain
|
|
|
|
|
|
|
|
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
100,000 (2023 - 100,000) Ordinary shares of £1.00 each
|
|
|
|
|
7,000 (2023 - 7,000) B Ordinary shares of £1.00 each
|
|
|
|
|
35,000 (2023 - 35,000) C Ordinary shares of £1.00 each
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation reserve
This reserve records all current and prior period fair value movements after tax in the investment property.
Profit and loss account
This reserve records all current and prior period retained profit and losses less the fair value movement in the investment property which is transferred to the revaluation reserve.
The Company has guaranteed bank borrowings of fellow group and associated undertakings. At the year end, the liabilities covered by these guarantees totaled £nil (2023 - £nil).
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company. Contributions totaling £nil (2023 - £nil) were payable to the fund at the Balance Sheet date and are included in creditors.
|
Related party transactions
|
|
The Company has taken advantage of the exemption in paragraph 33.1A of Financial Reporting Standard 102, from the requirement to disclose transactions with wholly owned members of the group.
|
|
Post balance sheet events
|
On 23 September 2024, as part of a capital reduction demerger transaction, the company declared a distribution in specie of £1,190,441 in favour of Jofson Investments Limited consisting of its shareholding of 10,000 ordinary shares in Jofson Limited.
|
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
The company is 100% owned by Jofson Investments Limited. The parent company's registered address is Unit 8 Westgate Park Industrial Estate, Tintagel Way, Aldridge, West Midlands, WS9 8ER. At the time of approval of these financial statements, the ultimate holding company is Central Investments Limited (Formerly Overdale Holdings Limited) by virtue of its shareholding in Jofson Investments Limited that occurred as part of a capital reduction demerger transaction which completed on 23 September 2024.
The auditors' report on the financial statements for the year ended 31 March 2024 was unqualified.
The audit report was signed on 28 March 2025 by Stephen Newman (Senior Statutory Auditor) on behalf of PKF Smith Cooper Audit Limited.
|