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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

2024
2023
Note
£
£

Fixed assets
  

Investments
 4 
1,190,541
1,190,541

Investment property
 5 
2,170,000
2,170,000

  
3,360,541
3,360,541

Current assets
  

Debtors: amounts falling due within one year
 6 
3,199
2,936

Cash at bank and in hand
 7 
21,265
25,708

  
24,464
28,644

Creditors: amounts falling due within one year
 8 
(1,462,483)
(1,467,622)

Net current liabilities
  
 
 
(1,438,019)
 
 
(1,438,978)

Total assets less current liabilities
  
1,922,522
1,921,563

Provisions for liabilities
  

Deferred tax
 9 
(203,957)
(203,957)

  
 
 
(203,957)
 
 
(203,957)

Net assets
  
1,718,565
1,717,606


Capital and reserves
  

Called up share capital 
 10 
142,000
142,000

Revaluation reserve
 11 
525,000
525,000

Profit and loss account
 11 
1,051,565
1,050,606

  
1,718,565
1,717,606


Page 1

 
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.




R H Martin
Director

The notes on pages 4 to 10 form part of these financial statements.

Page 2

 
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£


At 1 April 2022
142,000
-
1,049,047
1,191,047



Profit for the year
-
-
586,559
586,559

Transfer fair value movement in investment property
-
525,000
(525,000)
-

Dividends: Equity capital
-
-
(60,000)
(60,000)



At 1 April 2023
142,000
525,000
1,050,606
1,717,606



Profit for the year
-
-
60,959
60,959

Dividends: Equity capital
-
-
(60,000)
(60,000)


At 31 March 2024
142,000
525,000
1,051,565
1,718,565


The notes on pages 4 to 10 form part of these financial statements.

Page 3

 
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

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

 
2.1

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:

 
2.2

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.

 
2.3

Going concern

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. 

 
2.4

Turnover

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.

Page 4

 
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.5

Other operating income

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.

 
2.6

Finance costs

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.

 
2.7

Pensions

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.

 
2.8

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.

Page 5

 
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.9

Investment property

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.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

Debtors

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.

 
2.12

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.

 
2.13

Creditors

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.

  
2.14

Financial instruments

The company only has basic financial instruments.

 
2.15

Dividends

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.


3.


Employees

The average monthly number of employees, including directors, during the year was 4 (2023 - 4).

Page 6

 
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


At 1 April 2023
1,190,541



At 31 March 2024
1,190,541




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.


5.


Investment property


Freehold investment property

£



Valuation


At 1 April 2023
2,170,000



At 31 March 2024
2,170,000

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.






6.


Debtors

2024
2023
£
£


Other debtors
3,199
2,936


Page 7

 
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

7.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
21,265
25,708



8.


Creditors: Amounts falling due within one year

2024
2023
£
£

Amounts owed to group undertakings
1,303,100
1,326,636

Corporation tax
4,855
4,178

Other taxation and social security
13,048
12,830

Other creditors
141,480
98,399

Accruals and deferred income
-
25,579

1,462,483
1,467,622


Other creditors of £138,995 (2023 - £95,914) are secured against the assets of the company.


9.


Deferred taxation




2024


£






At beginning of year
(203,957)



At end of year
(203,957)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(28,957)
(28,957)

Investment property revaluation gain
(175,000)
(175,000)

(203,957)
(203,957)

Page 8

 
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100,000 (2023 - 100,000) Ordinary shares of £1.00 each
100,000
100,000
7,000 (2023 - 7,000) B Ordinary shares of £1.00 each
7,000
7,000
35,000 (2023 - 35,000) C Ordinary shares of £1.00 each
35,000
35,000

142,000

142,000



11.


Reserves

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.


12.


Contingent liabilities

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).


13.


Pension commitments

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.


14.


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.


15.


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.

Page 9

 
OVERDALE HOLDINGS LIMITED (FORMERLY CENTRAL INVESTMENTS LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

16.


Controlling party

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.


17.


Auditors' information

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.

 
Page 10