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REGISTERED NUMBER: 11861376 (England and Wales)









Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 October 2024

for

C L Investments Holdings Limited

C L Investments Holdings Limited (Registered number: 11861376)






Contents of the Consolidated Financial Statements
for the Year Ended 31 October 2024




Page

Company Information 1

Report of the Directors 2

Consolidated Income Statement 3

Consolidated Balance Sheet 4

Company Balance Sheet 5

Notes to the Consolidated Financial Statements 6


C L Investments Holdings Limited

Company Information
for the Year Ended 31 October 2024







DIRECTORS: M K Rodwell
Mrs L C Sidoli





REGISTERED OFFICE: c/o Parker Cavendish, Suite 301
Stanmore Business and Innovation Centre
Howard Road
Stanmore
Middlesex
HA7 1FW





REGISTERED NUMBER: 11861376 (England and Wales)





ACCOUNTANTS: Parker Cavendish
Chartered Accountants
Suite 301, Stanmore Business
and Innovation Centre
Howard Road
Stanmore
Middlesex
HA7 1FW

C L Investments Holdings Limited (Registered number: 11861376)

Report of the Directors
for the Year Ended 31 October 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2024.

DIRECTORS
The directors during the year under review were:

M K Rodwell
Mrs L C Sidoli

The directors holding office at 31 October 2024 did not hold any beneficial interest in the issued share capital of the company at 1 November 2023 or 31 October 2024.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





M K Rodwell - Director


23 July 2025

C L Investments Holdings Limited (Registered number: 11861376)

Consolidated Income Statement
for the Year Ended 31 October 2024

2024 2023
as restated
Notes £    £   

TURNOVER 5,956,235 5,769,202

Administrative expenses (1,455,875 ) (1,202,507 )
4,500,360 4,566,695

Other operating income 41,444 -
OPERATING PROFIT 4 4,541,804 4,566,695

Interest receivable and similar income 68,733 33,993
4,610,537 4,600,688
Gain/loss on revaluation of investment
property

(2,197,788

)

(4,198,910

)
2,412,749 401,778

Interest payable and similar expenses (3,790,660 ) (3,091,868 )
LOSS BEFORE TAXATION (1,377,911 ) (2,690,090 )

Tax on loss 5 (275,413 ) 559,140
LOSS FOR THE FINANCIAL YEAR (1,653,324 ) (2,130,950 )

Loss attributable to:
Owners of the parent (1,653,324 ) (2,130,950 )

C L Investments Holdings Limited (Registered number: 11861376)

Consolidated Balance Sheet
31 October 2024

2024 2023
as restated
Notes £    £   
FIXED ASSETS
Tangible assets 8 29,076 48,261
Investments 9 - -
Investment property 10 99,690,000 101,710,000
99,719,076 101,758,261

CURRENT ASSETS
Debtors 11 15,592,236 14,217,341
Cash at bank 12 1,993,151 2,030,010
17,585,387 16,247,351
CREDITORS
Amounts falling due within one year 13 (101,975,444 ) (101,045,327 )
NET CURRENT LIABILITIES (84,390,057 ) (84,797,976 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

15,329,019

16,960,285

PROVISIONS FOR LIABILITIES (2,326,922 ) (2,304,864 )
NET ASSETS 13,002,097 14,655,421

CAPITAL AND RESERVES
Called up share capital 1,045 1,045
Merger reserve 16 (938 ) (938 )
Retained earnings 13,001,990 14,655,314
SHAREHOLDERS' FUNDS 13,002,097 14,655,421

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 October 2024.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 October 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a) ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b) preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 23 July 2025 and were signed on its behalf by:





M K Rodwell - Director


C L Investments Holdings Limited (Registered number: 11861376)

Company Balance Sheet
31 October 2024

2024 2023
as restated
Notes £    £   
FIXED ASSETS
Tangible assets 8 - -
Investments 9 6,129,948 6,129,948
Investment property 10 - -
6,129,948 6,129,948

CURRENT ASSETS
Debtors 11 97,421,402 98,479,727
Cash at bank 12 1,394,948 1,462,554
98,816,350 99,942,281
CREDITORS
Amounts falling due within one year 13 (108,323,007 ) (105,393,144 )
NET CURRENT LIABILITIES (9,506,657 ) (5,450,863 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(3,376,709

)

679,085

CAPITAL AND RESERVES
Called up share capital 1,045 1,045
Share premium 6,128,904 6,128,904
Retained earnings (9,506,658 ) (5,450,864 )
SHAREHOLDERS' FUNDS (3,376,709 ) 679,085

Company's loss for the financial year (4,055,794 ) (3,423,547 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 October 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 October 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 23 July 2025 and were signed on its behalf by:





M K Rodwell - Director


C L Investments Holdings Limited (Registered number: 11861376)

Notes to the Consolidated Financial Statements
for the Year Ended 31 October 2024

1. STATUTORY INFORMATION

C L Investments 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 presentation currency of the financial statements is the Pound Sterling (£).


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" including the provisions of Section 1A "Small Entities" 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 consolidated financial statements incorporate the financial statements of C L Investments Holdings Ltd and all its subsidiaries made up to 31 October 2024.

Turnover
Income comprises rent receivable from investment properties net of value added tax and is recognised on an accruals basis. Benefits provided to lessees in the form of rent free periods and capital contributions are treated as a reduction in the overall return on the lease and are recognised on a straight line basis over the full term of the lease.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery etc - 25% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less provision for impairments.

Investment property
Initial measurement
Investment properties are initially measured at cost.

Subsequent measurement
Investment properties are measured at fair value at each reporting date with changes in fair values recognised in profit or loss. No depreciation is provided in respect of investment properties.

Financial instruments
Derivative Financial Instruments

The company uses interest rate swap contracts to reduce exposure to interest rate risks.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the profit and loss in the finance costs or income as appropriate.

The company does not currently apply hedge accounting for interest rate swap derivatives.

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.


C L Investments Holdings Limited (Registered number: 11861376)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

2. ACCOUNTING POLICIES - continued
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.

Cash at bank
Included in cash at bank are certain bank accounts with cash balances which are under the control of the lender as stipulated in the bank loan agreement. Rental receipts (excluding VAT) are paid into this account and are released by the lender after the deduction of the bank loan interest.

Going concern
At 31 October 2024, the company had a current liability position. The directors are of the opinion that as the value of the company's investments in the principal subsidiaries is greatly in excess of cost, the financial statements have been prepared on going concern basis.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less provision for impairments.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4. OPERATING PROFIT

The operating profit is stated after charging:

2024 2023
as restated
£    £   
Depreciation - owned assets 19,185 28,479

5. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the loss for the year was as follows:
2024 2023
as restated
£    £   
Current tax:
UK corporation tax 357,279 220,309
Prior year tax adjustment (103,924 ) (80,316 )
Total current tax 253,355 139,993

Deferred tax 22,058 (699,133 )
Tax on loss 275,413 (559,140 )

6. 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.


C L Investments Holdings Limited (Registered number: 11861376)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

7. PRIOR YEAR ADJUSTMENT

In earlier periods, two share for share exchanges took place with a group company. The consideration shares were recorded at par in the accounts rather than at premium. The share premium relating to these transactions amounting to £6,128,904 in total has now been recorded in the accounts as a prior year adjustment at 1 November 2022.

8. TANGIBLE FIXED ASSETS

Group
Fixtures
and
fittings
£   
COST
At 1 November 2023
and 31 October 2024 76,740
DEPRECIATION
At 1 November 2023 28,479
Charge for year 19,185
At 31 October 2024 47,664
NET BOOK VALUE
At 31 October 2024 29,076
At 31 October 2023 48,261

9. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertaking
£   
COST
At 1 November 2023
and 31 October 2024 6,129,948
NET BOOK VALUE
At 31 October 2024 6,129,948
At 31 October 2023 6,129,948

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

CL Investments 1 Limited
Registered office: United Kingdom
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

CL Investments 2 Limited
Registered office: United Kingdom
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

C L Investments Holdings Limited (Registered number: 11861376)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

9. FIXED ASSET INVESTMENTS - continued

CL Investments 3 Limited
Registered office: United Kingdom
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

Blackridge Investments Limited
Registered office: United Kingdom
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

CL investments 4 Limited
Registered office:
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

CL Investments 5 Limited
Registered office:
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00

CL investments 6 Limited
Registered office:
Nature of business: Property Investment
%
Class of shares: holding
Ordinary 100.00


10. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 November 2023 101,710,000
Additions 177,788
Revaluations (2,197,788 )
At 31 October 2024 99,690,000
NET BOOK VALUE
At 31 October 2024 99,690,000
At 31 October 2023 101,710,000

Fair value at 31 October 2024 is represented by:
£   
Valuation in 2024 99,690,000

C L Investments Holdings Limited (Registered number: 11861376)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

10. INVESTMENT PROPERTY - continued

Group

If the investment properties had not been revalued they would have been included at the following historical cost:

2024 2023
as restated
£    £   
Cost 96,136,523 95,958,735

The investment properties were valued on an open market basis on 31 October 2024 by directors .

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
as restated as restated
£    £    £    £   
Trade debtors 177,309 225,685 - -
Amounts owed by group undertakings 13,048,419 12,396,419 48,758,053 49,821,021
Other debtors 380,975 416,685 - -
Loans to group undertakings - - 48,657,914 48,657,914
Tax 344,288 497,933 - -
Prepayments and accrued income 1,641,245 680,619 5,435 792
15,592,236 14,217,341 97,421,402 98,479,727

The company's loans to group undertakings are interest free and repayable on demand. Further information is given in note 14.

Group

The amounts owed by group undertakings comprise of balances due from the parent undertaking of C L Investments Holdings Ltd. and other subsidiaries of the parent.

12. CASH AT BANK

Group and company

Included in cash at bank are certain bank accounts with cash balances which are under the control of the lender as stipulated in the bank loan agreement. Rental receipts (excluding VAT) are paid into this account and are released by the lender after the deduction of the bank loan interest. At the year end, the amount included in the cash at bank total under the control of the lender amounted to £24,287 (group) and £548 (company).

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
as restated as restated
£    £    £    £   
Bank loans and overdrafts 50,392,500 49,454,040 50,392,500 49,454,040
Trade creditors 101,625 113,332 - -
Amounts owed to group undertakings 87,940 87,940 8,164,881 6,215,690
Tax - 99,898 - -
VAT 199,277 215,904 - -
Other creditors 374,868 360,481 - -
Loans from group undertakings 49,657,914 49,657,914 49,657,914 49,657,914
Accruals and deferred income 1,161,320 1,055,818 107,712 65,500
101,975,444 101,045,327 108,323,007 105,393,144

C L Investments Holdings Limited (Registered number: 11861376)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

The bank loans and overdrafts are made up as follows:

2023 2023
£ £
Bank loans 50,392,500 50,392,500
Loan arrangement fees - (285,780 )
Derivative financial instruments - (652,680 )
50,392,500 49,454,040
The lender extended the current facilities and the bank loan was refinanced after the year end.

The group's and the company's loans from group undertakings are interest free and repayable on demand. Further information is given in note 14.

Group

The amounts owed to group undertakings comprise of balances due to the parent undertaking of C L Investments Holdings Ltd.

14. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2024 2023 2024 2023
as restated as restated
£    £    £    £   
Bank loan 50,392,500 50,392,500 50,392,500 50,392,500

The bank loan is secured by a charge over the investment properties held by the subsidiary companies and a floating charge over all assets. Additionally, the bank has a charge over the shareholdings in the subsidiary companies and a charge over subordinated loan agreements between the company and the subsidiaries.

15. FINANCIAL INSTRUMENTS

Derivative financial instruments

The company had entered into interest rate swap contract to mitigate the interest rate risk on the bank loan. At 31 October 2024, the company had an asset of £nil (2023: £652,680) on its interest rate swap contract. A new interest rate swap contract was entered into after the year end.

16. RESERVES

Group
Merger
reserve
£   
At 1 November 2023
and 31 October 2024 (938 )


17. CAPITAL COMMITMENTS
2024 2023
as restated
£    £   
Contracted but not provided for in the
financial statements 270,914 494,890

C L Investments Holdings Limited (Registered number: 11861376)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

18. RETAINED EARNINGS

Group

The retained earnings of £13,001,990 (2023: £14,655,314) comprise distributable reserves of £5,875,130 (2023: £7,594,630) and non-distributable reserves of £7,126,860 (2023: £7,060,684) which relate to property revaluations less related deferred tax provision.