| REGISTERED NUMBER: 15514113 (England and Wales) |
| Group Strategic Report, Report of the Director and |
| Consolidated Financial Statements |
| for the Period 22 February 2024 to 30 September 2024 |
| for |
| Olea Holdings Limited |
| REGISTERED NUMBER: 15514113 (England and Wales) |
| Group Strategic Report, Report of the Director and |
| Consolidated Financial Statements |
| for the Period 22 February 2024 to 30 September 2024 |
| for |
| Olea Holdings Limited |
| Olea Holdings Limited (Registered number: 15514113) |
| Contents of the Consolidated Financial Statements |
| for the Period 22 February 2024 to 30 September 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Director | 4 |
| Report of the Independent Auditors | 5 |
| Consolidated Income Statement | 9 |
| Consolidated Other Comprehensive Income | 10 |
| Consolidated Balance Sheet | 11 |
| Company Balance Sheet | 12 |
| Consolidated Statement of Changes in Equity | 13 |
| Company Statement of Changes in Equity | 14 |
| Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Financial Statements | 17 |
| Olea Holdings Limited |
| Company Information |
| for the Period 22 February 2024 to 30 September 2024 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| Douglas Bank House |
| Wigan Lane |
| Lancashire |
| WN1 2TB |
| Olea Holdings Limited (Registered number: 15514113) |
| Group Strategic Report |
| for the Period 22 February 2024 to 30 September 2024 |
| The director presents his strategic report of the company and the group for the period 22 February 2024 to 30 September 2024. |
| The principal activities of the company during the year under review are the operation of residential and nursing care home. |
| REVIEW OF BUSINESS |
| The company has two subsidiaries that operate care homes in Greater Manchester. |
| In the year, the company has undergone an MBO to ensure the longevity of the company. |
| In total, our homes provide the highest quality of care for up to 78 residents aged 18+ in accommodation they are proud to call home. Our services have been designed with resident experience, social opportunities, and wellbeing at the forefront. |
| Our philosophy represents the very essence of how we care for our residents, treat our customers and staff and conduct our business. It represents our beliefs and provides us with the foundation, on which we can build and fulfil our goals. |
| We believe our people are the corner stone to our success and we are proud of the valuable contribution of all staff team members and their dedication and commitment to providing the highest quality of service to our residents. |
| We believe that a high standard of integrity, professional conduct and business judgement must form the basis of how we conduct business and we believe that effective planning will ensure that quality is planned into our service and not left to chance or judgement. Continual improvement is a permanent objective and will provide us with a performance advantage and ensure we are able to react quickly to changing requirements. |
| Sustainability has formed one of our key values for many years and over recent years, our sustainability initiatives have developed further with our services undertaking a large investment into sustainable technologies. |
| The group produced strong financial results. Annual sales exceeded £2.3m. |
| GOING CONCERN |
| The director has reviewed the management accounts to date and the cash requirements for a period of 12 months from the date of approval of these financial statements, which indicate that, taking account of any possible reduction in occupation, the company will have sufficient funds to continue trading and to meet its liabilities as they fall due during that period. He therefore believes that it remains appropriate to prepare the financial statements on a going concern basis. |
| Olea Holdings Limited (Registered number: 15514113) |
| Group Strategic Report |
| for the Period 22 February 2024 to 30 September 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The director considers the key risks and uncertainties that the company faces comes from a variety of directions: |
| Financial risk |
| The company's credit risk is low, being mainly attributable to trade debtors. Privately funded residents pay a deposit on commencement and all credit risk, both publicly and privately funded, is managed by monitoring payments against contractual agreements. The company monitors cash flow as part of its day to day control procedures. |
| Operational risk |
| The primary risk to the company is a material decline in occupancy. The demand for care home beds is driven by necessity and is expected to increase significantly in the near future. The ongoing demand for beds is driven through ongoing marketing activities and positive local reputation which is expected to be maintained. |
| The UK care home employment market remains competitive and the company continually faces the challenge of recruitment and retention of quality team members. The company has mitigated this by paying all its care home staff above the National Living Wage and a generous benefits package. The company also offers opportunities for career progression and training through a robust schedule of in-house training and opportunities to engage in nationally recognised training courses. |
| Regulatory risk |
| The company operates in a regulatory environment. |
| The Care Quality Commission has inspection models for residential care homes under five key lines of enquiry for every provider or service: is it safe, is it caring, is it responsive, is it effective and is it well-led. |
| Each question is rated one of inadequate, requires improvement, good or outstanding and provides an overall rating for the home. A poor rating may lead to a reduced level of occupational demand, a home being placed on embargo or, in extremes, a home being closed. |
| The director is pleased to report that both services maintain an overall rating of good. |
| FUTURE DEVELOPMENTS |
| The director anticipates the business environment will continue to be competitive but is confident the service provided by the company is set up to meet the needs of its customers. Changes and refurbishments will be made to service demand. |
| FINANCIAL INSTRUMENTS |
| The company has a normal level of exposure to price, credit, liquidity, and cash flow risks arising from trading activities which are conducted in the local market place. |
| ON BEHALF OF THE BOARD: |
| 2 June 2025 |
| Olea Holdings Limited (Registered number: 15514113) |
| Report of the Director |
| for the Period 22 February 2024 to 30 September 2024 |
| The director presents his report with the financial statements of the company and the group for the period 22 February 2024 to 30 September 2024. |
| COMMENCEMENT OF TRADING |
| The company started trading on 1 April 2024. |
| DIVIDENDS |
| No dividends will be distributed for the period ended 30 September 2024. |
| DIRECTOR |
| STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
| The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
| Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Fairhurst Audit Services Ltd, 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 |
| Olea Holdings Limited |
| Opinion |
| We have audited the financial statements of Olea Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, 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 30 September 2024 and of the group's loss for the period 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 director's 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 director with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Olea 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 Director. |
| 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 director's remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of director |
| As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Olea 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. |
| Extent to which the audit was considered capable of detecting irregularities including fraud |
| We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
| However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. |
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
| - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. |
| - we identified the laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006; |
| - we identified those laws and regulations which do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty; |
| - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
| - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining and understanding of how fraud might occur, by; |
| - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud: and |
| - considered the internal control in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| To address the risk of fraud through management bias and override of controls, we: |
| - performed analytical procedures to identify any unusual or unexpected relationships; |
| - tested journal entries to identify unusual transactions; and |
| - Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - agreeing financial statement disclosures to underlying supporting documentation; |
| - enquiring of management as to actual and potential litigation and claims; and |
| - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspections of regulatory and legal correspondence, if any. |
| 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 |
| Olea 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 |
| Statutory Auditors |
| Chartered Accountants |
| Douglas Bank House |
| Wigan Lane |
| Lancashire |
| WN1 2TB |
| Olea Holdings Limited (Registered number: 15514113) |
| Consolidated Income Statement |
| for the Period 22 February 2024 to 30 September 2024 |
| Notes | £ |
| TURNOVER | 2,302,469 |
| Cost of sales | 1,483,614 |
| GROSS PROFIT | 818,855 |
| Administrative expenses | 978,933 |
| OPERATING LOSS | 4 | (160,078 | ) |
| Interest receivable and similar income | 2,670 |
| (157,408 | ) |
| Interest payable and similar expenses | 5 | 215,894 |
| LOSS BEFORE TAXATION | (373,302 | ) |
| Tax on loss | 6 | 5,666 |
| LOSS FOR THE FINANCIAL PERIOD | ( |
) |
| Loss attributable to: |
| Owners of the parent | (378,968 | ) |
| Olea Holdings Limited (Registered number: 15514113) |
| Consolidated Other Comprehensive Income |
| for the Period 22 February 2024 to 30 September 2024 |
| Notes | £ |
| LOSS FOR THE PERIOD | (378,968 | ) |
| OTHER COMPREHENSIVE INCOME |
| Reserves movement | 89,105 |
| Income tax relating to other comprehensive income |
(22,053 |
) |
| OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
67,052 |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
(311,916 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | (311,916 | ) |
| Olea Holdings Limited (Registered number: 15514113) |
| Consolidated Balance Sheet |
| 30 September 2024 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 8 | (416,862 | ) |
| Tangible assets | 9 | 6,669,881 |
| Investments | 10 | - |
| 6,253,019 |
| CURRENT ASSETS |
| Stocks | 11 | 4,200 |
| Debtors | 12 | 354,482 |
| Cash at bank and in hand | 347,660 |
| 706,342 |
| CREDITORS |
| Amounts falling due within one year | 13 | 681,644 |
| NET CURRENT ASSETS | 24,698 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
6,277,717 |
| CREDITORS |
| Amounts falling due after more than one year | 14 | (4,992,023 | ) |
| PROVISIONS FOR LIABILITIES | 16 | (307,109 | ) |
| NET ASSETS | 978,585 |
| CAPITAL AND RESERVES |
| Called up share capital | 17 | 1,000 |
| Merger relief reserve | 18 | 1,289,501 |
| Revaluation reserve | 18 | 66,384 |
| Retained earnings | 18 | (378,300 | ) |
| SHAREHOLDERS' FUNDS | 978,585 |
| The financial statements were approved by the director and authorised for issue on 2 June 2025 and were signed by: |
| G W Claffey - Director |
| Olea Holdings Limited (Registered number: 15514113) |
| Company Balance Sheet |
| 30 September 2024 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 8 |
| Tangible assets | 9 |
| Investments | 10 |
| CURRENT ASSETS |
| Debtors | 12 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 13 |
| NET CURRENT LIABILITIES | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 14 | ( |
) |
| PROVISIONS FOR LIABILITIES | 16 | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 17 |
| Merger relief reserve | 18 |
| Revaluation reserve | 18 |
| Retained earnings | 18 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 269,927 |
| The financial statements were approved by the director and authorised for issue on |
| Olea Holdings Limited (Registered number: 15514113) |
| Consolidated Statement of Changes in Equity |
| for the Period 22 February 2024 to 30 September 2024 |
| Called up | Merger |
| share | Retained | relief | Revaluation | Total |
| capital | earnings | reserve | reserve | equity |
| £ | £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | 1,000 | - | 1,289,501 | - | 1,290,501 |
| Total comprehensive income | - | (378,300 | ) | - | 66,384 | (311,916 | ) |
| Balance at 30 September 2024 | 1,000 | (378,300 | ) | 1,289,501 | 66,384 | 978,585 |
| Olea Holdings Limited (Registered number: 15514113) |
| Company Statement of Changes in Equity |
| for the Period 22 February 2024 to 30 September 2024 |
| Called up | Merger |
| share | Retained | relief | Revaluation | Total |
| capital | earnings | reserve | reserve | equity |
| £ | £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | - |
| Balance at 30 September 2024 |
| Olea Holdings Limited (Registered number: 15514113) |
| Consolidated Cash Flow Statement |
| for the Period 22 February 2024 to 30 September 2024 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 1,674,992 |
| Interest paid | (215,894 | ) |
| Tax paid | (74,309 | ) |
| Net cash from operating activities | 1,384,789 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (606,769 | ) |
| Acquisition of subsidiaries | (546,738 | ) |
| Interest received | 2,670 |
| Net cash from investing activities | (1,150,837 | ) |
| Cash flows from financing activities |
| Loan repayments in year | (37,048 | ) |
| Related company loan | 149,821 |
| Amount introduced by directors | 20,936 |
| Amount withdrawn by directors | (20,001 | ) |
| Net cash from financing activities | 113,708 |
| Increase in cash and cash equivalents | 347,660 |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period | 2 | 347,660 |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Cash Flow Statement |
| for the Period 22 February 2024 to 30 September 2024 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| £ |
| Loss before taxation | (373,302 | ) |
| Depreciation charges | 115,507 |
| Finance costs | 215,894 |
| Finance income | (2,670 | ) |
| (44,571 | ) |
| Increase in stocks | (50 | ) |
| Increase in trade and other debtors | (136,188 | ) |
| Increase in trade and other creditors | 1,855,801 |
| Cash generated from operations | 1,674,992 |
| 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: |
| Period ended 30 September 2024 |
| 30.9.24 | 22.2.24 |
| £ | £ |
| Cash and cash equivalents | 347,660 | - |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 22.2.24 | Cash flow | At 30.9.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | - | 347,660 | 347,660 |
| - | 347,660 | 347,660 |
| Debt |
| Debts falling due within 1 year | - | (185,738 | ) | (185,738 | ) |
| Debts falling due after 1 year | - | (3,281,027 | ) | (3,281,027 | ) |
| - | (3,466,765 | ) | (3,466,765 | ) |
| Total | - | (3,119,105 | ) | (3,119,105 | ) |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements |
| for the Period 22 February 2024 to 30 September 2024 |
| 1. | STATUTORY INFORMATION |
| Olea Holdings Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements are prepared in sterling which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. |
| Basis of consolidation |
| The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 30 September. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. |
| Business combinations are accounted for by applying the purchase method. |
| The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. |
| On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities. |
| Where the fair value of the group's interest in the assets, liabilities and contingent liabilities acquired exceeds the cost of the business combination, negative goodwill arises. The Group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit. The negative goodwill is released in line with the depreciation of the freehold property being 2% cost (50 years). |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Goodwill |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Freehold property | - |
| Plant and machinery | - |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 February 2024 to 30 September 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the period 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 period 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. |
| 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. | EMPLOYEES AND DIRECTORS |
| £ |
| Wages and salaries | 1,126,954 |
| Social security costs | 29,916 |
| Other pension costs | 56,050 |
| 1,212,920 |
| The average number of employees during the period was as follows: |
| Direct staff |
| The average number of employees by undertakings that were proportionately consolidated during the period was 93 . |
| £ |
| Director's remuneration | - |
| Director's pension contributions to money purchase schemes | 32,000 |
| 4. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| £ |
| Hire of plant and machinery | 25,842 |
| Depreciation - owned assets | 118,835 |
| Goodwill amortisation | (3,329 | ) |
| Auditors' remuneration | 9,000 |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 February 2024 to 30 September 2024 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| £ |
| Bank loan interest | 125,042 |
| HMRC settlement interest | 90,852 |
| 215,894 |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the loss for the period was as follows: |
| £ |
| Current tax: |
| Corporation Tax adjust prev yr | (3,296 | ) |
| Deferred tax | 8,962 |
| Tax on loss | 5,666 |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| £ |
| Loss before tax | (373,302 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 25 % | (93,326 | ) |
| Effects of: |
| Expenses not deductible for tax purposes | 28,411 |
| Depreciation on ineligible asset | 14,762 |
| Tax relating to previous period | 681 |
| Losses carried forward not provided for | 3,000 |
| Utilisation of subsidiary losses since acquisition | 52,009 |
| Other differences | 129 |
| Total tax charge | 5,666 |
| Tax effects relating to effects of other comprehensive income |
| Gross | Tax | Net |
| £ | £ | £ |
| Reserves movement | 89,105 | (22,053 | ) | 67,052 |
| 7. | 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. |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 February 2024 to 30 September 2024 |
| 8. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| Additions | (420,191 | ) |
| At 30 September 2024 | (420,191 | ) |
| AMORTISATION |
| Amortisation for period | (3,329 | ) |
| At 30 September 2024 | (3,329 | ) |
| NET BOOK VALUE |
| At 30 September 2024 | (416,862 | ) |
| 9. | TANGIBLE FIXED ASSETS |
| Group |
| Improvements |
| Freehold | to | Plant and |
| property | property | machinery | Totals |
| £ | £ | £ | £ |
| COST OR VALUATION |
| Additions | 5,909,042 | 85,817 | 704,752 | 6,699,611 |
| Revaluations | 89,105 | - | - | 89,105 |
| At 30 September 2024 | 5,998,147 | 85,817 | 704,752 | 6,788,716 |
| DEPRECIATION |
| Charge for period | 59,981 | 4,291 | 54,563 | 118,835 |
| At 30 September 2024 | 59,981 | 4,291 | 54,563 | 118,835 |
| NET BOOK VALUE |
| At 30 September 2024 | 5,938,166 | 81,526 | 650,189 | 6,669,881 |
| Cost or valuation at 30 September 2024 is represented by: |
| Improvements |
| Freehold | to | Plant and |
| property | property | machinery | Totals |
| £ | £ | £ | £ |
| Valuation in 2024 | 89,105 | - | - | 89,105 |
| Cost | 5,909,042 | 85,817 | 704,752 | 6,699,611 |
| 5,998,147 | 85,817 | 704,752 | 6,788,716 |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 February 2024 to 30 September 2024 |
| 9. | TANGIBLE FIXED ASSETS - continued |
| Company |
| Freehold |
| property |
| £ |
| COST OR VALUATION |
| Additions |
| Revaluations |
| At 30 September 2024 |
| DEPRECIATION |
| Charge for period |
| At 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| Cost or valuation at 30 September 2024 is represented by: |
| Freehold |
| property |
| £ |
| Valuation in 2024 | 89,105 |
| Cost | 570,895 |
| 660,000 |
| If freehold land and buildings had not been revalued they would have been included at the following historical cost: |
| £ |
| Cost | 570,895 |
| Value of land in freehold land and buildings | 570,895 |
| Freehold land and buildings were valued on an open market value basis on 31 March 2024 by Avison Young . |
| 10. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| Additions |
| At 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 February 2024 to 30 September 2024 |
| 10. | 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: |
| Nature of business: |
| % |
| Class of shares: | holding |
| 30.9.24 |
| £ |
| Aggregate capital and reserves |
| Loss for the period | ( |
) |
| Registered office: |
| Nature of business: |
| % |
| Class of shares: | holding |
| 30.9.24 |
| £ |
| Aggregate capital and reserves |
| Loss for the period | ( |
) |
| 11. | STOCKS |
| Group |
| £ |
| Stocks | 4,200 |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Trade debtors | 292,826 |
| Other debtors | 33,305 |
| Directors' loan accounts | - | 1 |
| Tax | 3,296 |
| Prepayments | 25,055 |
| 354,482 |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 February 2024 to 30 September 2024 |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans and overdrafts (see note 15) | 185,738 |
| Trade creditors | 118,092 |
| Credit Card | 4,764 | - |
| Social security and other taxes | 42,055 |
| Other creditors | 60,000 |
| Pension control | 10,825 | - |
| Directors' loan accounts | 1,871 | - |
| Accruals and deferred income | 258,299 |
| 681,644 |
| 14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans (see note 15) | 3,281,027 |
| Amounts owed to associates | 167,392 | - |
| Other creditors | 1,543,604 |
| 4,992,023 |
| 15. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 185,738 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 191,738 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 610,715 |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans more 5 yr by instal | 2,478,574 |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 February 2024 to 30 September 2024 |
| 16. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 78,711 |
| Tax losses carried forward | (7,001 | ) |
| Other timing differences | 235,399 | 22,053 |
| 307,109 | 22,053 |
| Group |
| Deferred |
| tax |
| £ |
| Provided during period | 307,109 |
| Balance at 30 September 2024 | 307,109 |
| Company |
| Deferred |
| tax |
| £ |
| Provided during period |
| Balance at 30 September 2024 |
| 17. | CALLED UP SHARE CAPITAL |
| During the period 1,000 ordinary £1 shares were issued at a premium. |
| 18. | RESERVES |
| Group |
| Merger |
| Retained | relief | Revaluation |
| earnings | reserve | reserve | Totals |
| £ | £ | £ | £ |
| Deficit for the period | (378,968 | ) | (378,968 | ) |
| Cash share issue | - | 1,289,501 | - | 1,289,501 |
| Revaluation reserve transfer | 668 | - | (669 | ) | (1 | ) |
| Deferred tax on revaluation | - | - | (22,053 | ) | (22,053 | ) |
| Freehold property revaluation | - | - | 89,106 | 89,106 |
| At 30 September 2024 | (378,300 | ) | 1,289,501 | 66,384 | 977,585 |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 February 2024 to 30 September 2024 |
| 18. | RESERVES - continued |
| Company |
| Merger |
| Retained | relief | Revaluation |
| earnings | reserve | reserve | Totals |
| £ | £ | £ | £ |
| Profit for the period |
| Cash share issue | - | 1,289,501 | - | 1,289,501 |
| Revaluation reserve transfer | 668 | - | (668 | ) | - |
| Deferred tax on revaluation | - | - | (22,053 | ) | (22,053 | ) |
| Freehold property revaluation | - | - | 89,105 | 89,105 |
| At 30 September 2024 | 1,626,480 |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 February 2024 to 30 September 2024 |
| 19. | BUSINESS COMBINATIONS |
| The fair value of amounts recognised in relation to various acquisitions in the period are as follows: |
| Acquisition of Dove's Nest Limited at 31st March 2024 |
| Recognised amounts of identifiable assets acquired and liabilities assumed |
| Cost/Fair Value at 31st March 2024 |
| £ |
| Fixed Assets |
| Tangible | 5,012,283 |
| FV Adjustment | 724,372 |
| 5,736,655 |
| Current Assets |
| Stocks | 2,700 |
| Debtors | 171,150 |
| Cash at bank and in hand | 660,384 |
| 834,233 |
| Total Assets | 6,570,888 |
| Creditors |
| Due within one year | (187,893 | ) |
| Due after more than one year | (3,354,880 | ) |
| Deferred Taxation | (49,093 | ) |
| (3,591,866 | ) |
| Total identifiable net assets | 2,979,022 |
| Goodwill | (442,017 | ) |
| Total Purchase Consideration | 2,537,005 |
| Consideration |
| £ |
| Cash | 1,277,505 |
| Equity Investments | 1,259,500 |
| Total purchase consideration | 2,537,005 |
| Cash Outflow on acquisition | £ |
| Purchase consideration settled in cash, as above | 1,259,500 |
| Directly attributable costs | 18,005 |
| 1,277,505 |
| Less: Cash and cash equivalents acquired | (660,384 | ) |
| Net cash outflow on acquisition | 617,121 |
| The results of Dove's Nest Limited in the period from acquisition to 30 September 2024 are as follows: |
| Current period since acquisition |
| £ |
| Turnover | 1,538,115 |
| Loss net of tax for the period since the acquisition | (200,905 | ) |
| Olea Holdings Limited (Registered number: 15514113) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 22 February 2024 to 30 September 2024 |
| Acquisition of Yorklea Limited at 31st March 2024 |
| Recognised amounts of identifiable assets acquired and liabilities assumed |
| Cost/fair value at 31st March 2024 |
| £ |
| Fixed Assets |
| Tangible | 157,784 |
| 157,784 |
| Current Assets |
| Stocks | 1,450 |
| Debtors | 43,536 |
| Cash at bank and in hand | 92,155 |
| 137,141 |
| Total Assets | 294,925 |
| Creditors |
| Due within one year | (86,448 | ) |
| Due after more than one year | (148,934 | ) |
| Deferred Taxation | (13,655 | ) |
| (249,037 | ) |
| Total identifiable net assets | 45,888 |
| Goodwill | 21,827 |
| Total purchase consideration | 67,715 |
| Consideration |
| £ |
| Cash | 36,715 |
| Equity Investments | 31,000 |
| Total purchase consideration | 67,715 |
| Cash Outflow on acquisition | £ |
| Purchase consideration settled in cash, as above | 31,000 |
| Directly attributable costs | 5,715 |
| 36,715 |
| Less: Cash and cash equivalents acquired | (92,155 | ) |
| Net cash inflow on acquisition | (55,441 | ) |
| The results of Yorklea Limited in the period from acquisition to 30 September 2024 are as follows: |
| Current period since acquisition |
| £ |
| Turnover | 762,553 |
| Loss net of tax for the period since acquisition | (184,941 | ) |