Registration number:
Overley Hall Limited
for the Year Ended 31 October 2025
Overley Hall Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Statement of Cash Flows |
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Notes to the Financial Statements |
Overley Hall Limited
Company Information
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Directors |
Mrs A Brown Miss R Brown Miss E Brown |
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Company secretary |
Miss E Brown |
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Registered office |
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Accountants |
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Auditors |
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Overley Hall Limited
Strategic Report for the Year Ended 31 October 2025
The directors present their strategic report for the year ended 31 October 2025.
Principal activity
The principal activities of Overley Hall (the company) are that of a children's home and an independent special school for pupils between the ages of 8 and 19 who have autism, learning disabilities and a range of complex needs. In addition, the company provides adult care at the Woodlands which offer experiential residential care for adults over 19.
Fair review of the business
For the year ended 31 October 2025 the company's fee income increased to £6.9m (2024 - £6.6m), an increase of 5.5%. This rise is a result of a combination of new placements requiring increasing levels of support and fee increases to compensate for increasing costs, particularly staffing costs.
Overall the company's costs increased significantly from £5.75m in 2024 to £6.7m in 2025 with increases in living wage rates and national insurance having a considerable impact on costs, increased therapy, catering and support costs to meet placement needs.
Profit after tax for the year decreased to £206,678 (2024 - £641,169).
Cash at bank decreased from the prior year from £2.96m to £2.29m with the company investing in its facilities and site infrastructure during the financial year. The company needs cash resources to continue to provide its nurturing offering to its current and future placements despite the ever changing funding landscape. The company has to continue to adapt to these changing market conditions, driven by government policy, and make appropriate investments to ensure a sustainable future.
Net assets at 31 October 2025 totalled £5.62m (2024 - £5.53m).
Principal risks and uncertainties
The key risks and uncertainties that face the company are:
- Changes in Local Authority funding of placements - regular dialogue between management team and Local Authority representatives to ensure fee levels match the care, support and therapies being provided. Local Authorities are having challenging times in funding their services, and therefore the focus will be on quality and effectiveness of our services to meet the expectations of the marketplace.
- Recruiting and retaining sufficient skilled staff continues to remain a difficulty and with further demands on our services this puts a strain on training and development requirements for current staff who have additional responsibilities. The company continues to look for new ways to encourage staff retention.
- Safeguarding failure or adverse regulator opinion - managed through robust action plans backed up by training and risk assessments.
- The company ensures staff are properly trained and made aware of changes to best practice and complying with regulatory changes. Up-to-date policies and procedures are in place that all staff are aware of.
- Health and safety of site and facilities - reviewed continually by site maintenance team and ongoing investment in facilities.
Overley Hall Limited
Strategic Report for the Year Ended 31 October 2025
Approved and authorised by the
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Overley Hall Limited
Directors' Report for the Year Ended 31 October 2025
The directors present their report and the financial statements for the year ended 31 October 2025.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The business' principal financial instruments comprise bank balances, trade debtors and trade creditors. The main purpose of these instruments is to finance the business' operations.
Price risk, credit risk, liquidity risk and cash flow risk
In respect of bank balances, all of the business' cash balances are held to achieve a competitive rate of interest.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customer and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.
Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Future developments
The company continues to be affected by substantial challenges in the economy with funding pressures affecting Local Authorities, staffing shortages and cost pressures on wages and utilities. The company will be focused on ensuring its services and facilities are consolidated to be as efficient and streamlined as possible in order to provide the specialist care and education for its children, young people and adults.
Future investment will focus on a transition towards full digitalisation across the company concentrating on innovation and upgrading current infrastructures.
The company continues to provide a warm and nurturing environment for its children, young people and adults. There will continue to be a programme of upgrading the facilities for what is already a unique location.
Overley Hall Limited
Directors' Report for the Year Ended 31 October 2025
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
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Overley Hall Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Overley Hall Limited
Independent Auditor's Report to the Members of Overley Hall Limited
Opinion
We have audited the financial statements of Overley Hall Limited (the 'company') for the year ended 31 October 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and 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 company's affairs as at 31 October 2025 and of its profit for the year 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Overley Hall Limited
Independent Auditor's Report to the Members of Overley Hall Limited
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
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, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 6], the directors are 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 directors determine is 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 directors are responsible for assessing the 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Overley Hall Limited
Independent Auditor's Report to the Members of Overley Hall Limited
Auditor 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 an auditor’s report 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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We obtained an understanding of the legal and regulatory frameworks that are applicable to this company and its sector and determined that the most significant are those relating to the reporting framework and the relevant UK tax legislation. |
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In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements, but compliance with which might be fundamental to the company’s ability to operate or to avoid a material penalty. The laws and regulations we considered in this context were: The Education (Independent School Standards) Regulations 2014, the Care Standards Act 2000 and the Guide to Children's Homes Regulations, including the Quality Standards 2015 and the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 and along with other associated Acts, and Regulations as well as Guidance on best practice, including those governed by the Care Quality Commission and Ofsted. |
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We understood how the company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures and inspection of regulatory and legal correspondence, if any. |
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As an audit engagement team, we assessed the susceptibility of the company’s financial statements to material misstatement including how fraud might occur and considered the opportunities and incentives that may exist within the company for fraud. We considered the controls that the company has established to address the risks identified to prevent, deter and detect fraud; and how the management and directors monitor those controls. |
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Based on our understanding, we designed our audit procedures to identify non-compliance with laws and regulations. Those procedures involved: - enquiries of management and those charged with governance; - journal entry testing; - assessing whether judgements in making accounting estimates are indicative of a potential bias;- reviewing regulatory correspondence with Ofsted and Care Quality Commission; and – evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
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Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk or other risk of material misstatement. These procedures included revenue recognition and testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud or error. |
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We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Overley Hall Limited
Independent Auditor's Report to the Members of Overley Hall 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 an auditor’s report 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
Rowan House North
1 The Professional Quarter
Shrewsbury Business Park
Shropshire
SY2 6LG
Overley Hall Limited
Profit and Loss Account for the Year Ended 31 October 2025
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Note |
2025 |
2024 |
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Turnover |
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Gross profit |
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Administrative expenses |
( |
( |
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Operating profit |
253,070 |
838,689 |
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Other interest receivable and similar income |
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|
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Interest payable and similar expenses |
( |
- |
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34,114 |
33,245 |
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Profit before tax |
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Tax on profit |
( |
( |
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Profit for the financial year |
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The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Overley Hall Limited
(Registration number: 01558428)
Balance Sheet as at 31 October 2025
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Note |
2025 |
2024 |
|
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Fixed assets |
|||
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Tangible assets |
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Current assets |
|||
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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|
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Provisions for liabilities |
( |
( |
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Net assets |
|
|
|
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Capital and reserves |
|||
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Called up share capital |
100 |
100 |
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Retained earnings |
5,617,305 |
5,530,627 |
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Shareholders' funds |
5,617,405 |
5,530,727 |
Approved and authorised by the
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Overley Hall Limited
Statement of Changes in Equity for the Year Ended 31 October 2025
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Share capital |
Retained earnings |
Total |
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At 1 November 2024 |
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|
|
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Profit for the year |
- |
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|
|
Dividends |
- |
( |
( |
|
At 31 October 2025 |
|
|
|
|
Share capital |
Retained earnings |
Total |
|
|
At 1 November 2023 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 October 2024 |
100 |
5,530,627 |
5,530,727 |
Overley Hall Limited
Statement of Cash Flows for the Year Ended 31 October 2025
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Note |
2025 |
2024 |
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Cash flows from operating activities |
|||
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Profit for the year |
|
|
|
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Adjustments to cash flows from non-cash items |
|||
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Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
- |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
- |
|
|
Income tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Increase in trade debtors |
( |
( |
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Increase in trade creditors |
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|
|
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Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
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Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
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Proceeds from sale of tangible assets |
|
- |
|
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Net cash flows from investing activities |
( |
( |
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Cash flows from financing activities |
|||
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Interest paid |
( |
- |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
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Cash and cash equivalents at 1 November |
|
|
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Cash and cash equivalents at 31 October |
2,290,228 |
2,958,269 |
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Overley Hall Limited
Notes to the Financial Statements for the Year Ended 31 October 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Going concern
The financial statements have been prepared on a going concern basis.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Overley Hall Limited
Notes to the Financial Statements for the Year Ended 31 October 2025
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Land |
not depreciated |
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Buildings |
2% per annum on cost |
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Fixtures and fittings |
25% per annum reducing balance |
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Computer equipment |
33% per annum on cost |
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Motor vehicles |
25% per annum reducing balance |
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Overley Hall Limited
Notes to the Financial Statements for the Year Ended 31 October 2025
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Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
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2025 |
2024 |
|
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Rendering of services |
|
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Other gains and losses |
The analysis of the company's other gains and losses for the year is as follows:
|
2025 |
2024 |
|
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Gain on disposal of tangible assets |
|
- |
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Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Operating lease expense - plant and machinery |
|
|
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Profit on disposal of property, plant and equipment |
( |
- |
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest expense on other finance liabilities |
|
- |
Overley Hall Limited
Notes to the Financial Statements for the Year Ended 31 October 2025
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Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
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Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
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Other employee expense |
|
|
|
|
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The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Direct, administration and support |
|
|
|
|
|
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Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of the financial statements |
|
|
Overley Hall Limited
Notes to the Financial Statements for the Year Ended 31 October 2025
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Taxation |
Tax charged/(credited) in the profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Decrease from effect of different UK tax rates on some earnings |
( |
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Total tax charge |
|
|
Deferred tax
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Accelerated tax depreciation |
|
|
|
|
2024 |
Liability |
|
Accelerated tax depreciation |
|
|
|
Overley Hall Limited
Notes to the Financial Statements for the Year Ended 31 October 2025
|
Tangible assets |
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
||||
|
At 1 November 2024 |
|
|
|
|
|
Additions |
|
|
|
|
|
Disposals |
- |
- |
( |
( |
|
At 31 October 2025 |
|
|
|
|
|
Depreciation |
||||
|
At 1 November 2024 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
( |
|
At 31 October 2025 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 October 2025 |
|
|
|
|
|
At 31 October 2024 |
|
|
|
|
Included within the net book value of land and buildings above is £2,479,160 (2024 - £2,032,688) in respect of freehold land and buildings.
Overley Hall Limited
Notes to the Financial Statements for the Year Ended 31 October 2025
|
Debtors |
|
Current |
2025 |
2024 |
|
Trade debtors |
|
|
|
Other debtors |
|
|
|
Prepayments |
|
|
|
Accrued income |
- |
|
|
|
|
|
Cash and cash equivalents |
|
2025 |
2024 |
|
|
Cash at bank |
|
|
|
Cash on hand |
|
|
|
|
|
|
Creditors |
|
Note |
2025 |
2024 |
|
|
Due within one year |
|||
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Trade creditors |
|
|
|
|
Social security and other taxes |
|
|
|
|
Other payables |
|
|
|
|
Accruals |
|
|
|
|
Corporation tax liability |
64,620 |
212,124 |
|
|
|
|
|
Provisions for liabilities |
|
Deferred tax |
Total |
|
|
At 1 November 2024 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 October 2025 |
|
|
|
|
||
Overley Hall Limited
Notes to the Financial Statements for the Year Ended 31 October 2025
|
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
100 |
|
100 |
|
Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
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Later than one year and not later than five years |
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Overley Hall Limited
Notes to the Financial Statements for the Year Ended 31 October 2025
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Dividends |
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2025 |
2024 |
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£ |
£ |
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Interim dividend of £ |
120,000 |
120,000 |
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Commitments |
Capital commitments
The total amount contracted for but not provided in the financial statements was £
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Related party transactions |
At 31 October 2025 the directors owed a balance of £45,480 (2024 - £45,480) to the company, which is included in Other debtors.
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Control |
The ultimate controlling party is