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2022-05-01 2023-04-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 03571913









GOLFBREAKS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2023

 
GOLFBREAKS LIMITED
 
 
COMPANY INFORMATION


Directors
A M Stanley 
G E S Proddow 
D S Grave 
S Hemsworth 
C G Hellyer 
M C Witt (resigned 31 March 2023)
L N Stover 




Company secretary
S Hemsworth



Registered number
03571913



Registered office
Minton Place
Victoria Street

Windsor

Berkshire

SL4 1EG




Independent auditors
White Hart Associates (London) Limited
Chartered Accountants and Statutory Auditors

2nd Floor, Nucleus House

2 Lower Mortlake Road

Richmond

TW9 2JA




Bankers
Barclays Bank plc
1 Churchill Place

London

E14 5HP





 
GOLFBREAKS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 6
Directors' Report
7 - 9
Independent Auditors' Report
10 - 13
Consolidated Profit and Loss Account
14
Consolidated Statement of Comprehensive Income
15
Consolidated Statement of Financial Position
16 - 17
Company Statement of Financial Position
18 - 19
Consolidated Statement of Changes in Equity
20
Company Statement of Changes in Equity
21
Consolidated Statement of Cash Flows
22
Consolidated Analysis of Net Debt
23
Notes to the Financial Statements
24 - 50


 
GOLFBREAKS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2023

Introduction
 
The directors present their strategic report together with the audited financial statements for the year ended 30 April 2023.
The principal activity of the Group and Company continued to be the promotion of golf breaks, golf holidays and golf tournament experiences across our three consumer markets of the UK and Ireland, Scandinavia and the USA. There have not been any significant changes in the Group’s principal activities in the period. 

Business review
 
The Group has made a considerable recovery following the COVID-19 pandemic, exceeding budgets across all key financial performance metrics as detailed in the key performance indicators section on page 3. 
Celebrating our 25th anniversary in May 2023, turnover has increased to just over £100M, which is 21% growth on our pre-pandemic best year in 2019. Our financial performance has improved significantly with growth in market share and profitability reaching new levels. This success can be attributed to our robust product offering and supplier relationships, effective cost management, and leveraging our strategic investments in technology and data. We have also maintained a healthy cash flow, enabling us to further invest in our growth and explore new opportunities.
During the year the Group has also benefited from airline and hotel partners expanding their capacity back to pre-pandemic levels as they navigated their own business recovery strategies. In the US business, we continued to see rapid increases in revenues during the year as our partnership with the PGA TOUR bears fruit in terms of brand reputation and increasing demand.
The travel industry continued to navigate several challenges during the year, including economic uncertainties and the associated cost-of-living crisis, geopolitical tensions in Eastern Europe, and the disruptive impact the COVID-19 pandemic and Brexit have had on labour shortages in the supply chain. The Golfbreaks Group has demonstrated resilience and adaptability, leveraging our strong brand reputation and customer loyalty to navigate through these turbulent times.  We are capitalising on our strong customer review ratings and an increased use of data and personalisation, to retain a high proportion of existing clients and to acquire new clients.
To continue our strong financial performance and capitalise on future opportunities, we remain focused on our core strategic initiatives:
1. Customer-Centric Approach: We will continue to prioritise customer satisfaction by enhancing our service offering, investing further in technology to support the sales and booking management process.
2. Digital Transformation: We will invest further in data analytics and AI to improve operational efficiency and provide personalised booking experiences and recommendations for our customers.
3. Supply Relationships: We will continue to nurture our long-established relationships and explore new opportunities to expand our business providing the best choice and experience across each of our geographic markets.
4. Talent Retention and Development: Our success and culture is driven by our dedicated and skilled workforce. We will invest in communication, training and development to nurture talent, surface innovation, and ensure our employees are motivated and equipped with the necessary skills to adapt to changing technology and market dynamics.
5. Sustainable Travel: We are committed to minimising our environmental impact and as we emerge from the turbulent chapter of the pandemic, we will work towards reducing our own carbon emissions and place a greater emphasis on partnering with eco-friendly suppliers to offer sustainable travel to our customers.
 
Page 1

 
GOLFBREAKS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023

Business review (continued)
The directors would like to express our gratitude to our employees, our customers, and our suppliers for their long-term loyalty and commitment to our business. Together, we will continue to grow and excel and make memorable golf experiences both domestically and across the globe. 

Principal risks and uncertainties
 
Liquidity risk
The Group and Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Due to the seasonality of the business the Group's liquidity is at a low point in December. The impact of this risk is that the Group could have difficulty in meeting its financial obligations as they fall due. The directors mitigate this risk by focusing on cash management and detailed cash flow forecasting.
The credit risk associated with the cash is limited as the counterparties have high credit ratings assigned by international credit-rating agencies.
Exchange rate risk
The Group is exposed to transaction foreign exchange risk. Transaction exposures, including those associated with forecast transactions, are hedged when known, principally using forward currency contracts. Whilst the aim is to achieve an economic hedge, the Group does not adopt an accounting policy of hedge accounting for these financial statements.
Regulatory risk
The travel industry is highly regulated. The impact of this is the inability to trade due to loss of licence which would damage the Company's reputation. To mitigate the risk, the Group reports regularly to its external regulators, the Civil Aviation Authority ("CAA"), Association of British Travel Agents ("ABTA"), Association of Bonded Travel Organisers Trust ("ABTOT") and the Danish Travel Guarantee Fund ("DTGF"). The CAA issues an Air Travel Organisers Licence ("ATOL") and is required in order for the Group to operate in the UK. This licence is renewed in September each year and is subject to assessments of fitness and financial criteria, the framework of which is available on the CAA website (www.caa.co.uk).
Economic conditions
Decline in consumer demand due to the global economic environment and UK cost of living crisis could have the impact of reducing volumes and put pressure on profitability. The Group operates across a number of markets in the UK, Europe and the rest of the world, and as can be seen from the financial statements and forward outlook, the Group has been able to continue trading at record levels due to a diverse market portfolio.
 
Page 2

 
GOLFBREAKS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023

Principal risks and uncertainties (continued)
Political, social, and environmental factors
Due to the nature of the industry that the Group operates in, the Group faces political risks (for example social unrest or terrorism), environmental risks (such as hurricanes or volcanic eruptions) and health risks in destinations in which we operate. This can result in cancellation of holidays, repatriation costs and decline in customer demand. The Group mitigates this risk by operating in several travel destinations and has established an incident management policy, making use of advice provided by ABTA (the Association of British Travel Agents) and the FCDO (Foreign Commonwealth and Development Office).
Following the withdrawal of the United Kingdom from the European Union on 31 January 2020, the Group continues to consider possible contingency strategies and the regulatory benefits of operating a Scandinavian business, to ensure the business remains resilient to potential changes any new trade arrangement could bring to currency, licensing or tax treatment for travel into the EU.
With the situation around the world having settled following the COVID-19 pandemic, consumer confidence has returned. Nonetheless, the Group continues to monitor latest data, scientific guidance and government announcements for signs of further disruption. We report internally on levels of customer demand, new bookings, cancellations and customer balances on a daily basis to observe any changes and impact to trading. We continue to consult with staff on their capability to work remotely or in the office under a modern hybrid working policy to maintain operations and service levels. 
To sustain our improved profitability, we continue to monitor all non-essential spending whilst benefiting from other more significant cost reduction measures and improvements to working capital from increased operational efficiency and better use of data analytics in our marketing and digital teams. 
The uncertainty as to the future impact of the cost-of-living crisis on the Group has also been considered as part of the Group’s adoption of the going concern basis, as explained in note 2.3 on page 25.

Financial key performance indicators
 
The results for the 12-month period are set out in the Consolidated Statement of Comprehensive Income on page 15. The comparatives are for the 12-month period from 1 May 2021 to 30 April 2022.
The financial key performance indicators of the Group are explained below and they reflect a strong recovery in business following the exceptionally difficult trading conditions experienced in the travel industry during the COVID-19 pandemic. 
Turnover increased to £100,366,640 (2022 - £69,929,029). Gross profit increased to £18,667,122 (2022 - £12,570,863) with gross margin percentage increasing to 18.60% (2022 - 17.98%). 
Operating expenses, which excludes any savings or grants available from government support, in the period amounted to £13,178,895 (2022 - £9,740,735). The average number of employees during the reporting period was 174 (2022 - 152).
The resulting profit on ordinary activities after taxation for the period ended 30 April 2023 amounted to £2,933,165 (2022 - £1,383,879).
As a result of the above, the Group’s net balance sheet position increased to £443,925 of net assets (2022 - net liabilities of £2,220,386).

Page 3

 
GOLFBREAKS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023

Financial risk management objectives and policies
 
The Group uses a variety of financial instruments including cash, equity instruments, mini bonds, trade creditors and debtors and forward exchange contracts, which arise directly from its operations. The main purpose of these financial instruments is to provide working capital for the Group operations.
Given the size of the Group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board. The policies set by the Board of directors are implemented by the Group’s senior finance team. The directors are of the view that the main risks arising from the Group’s financial instruments are exchange rate risk and liquidity risk.
The directors set and review policies for managing each of these risks and they are summarised in the principal risks and uncertainties above.

Directors' statement of compliance with duty to promote the success of the Group

s.172 of the Companies Act 2006 sets out the duties of directors when exercising powers and discharging their responsibilities. This report sets out how the directors of the Group have complied with their statutory duties in the reporting period.
The Board
During the reporting period, the Board was comprised of two independent non-executive directors (Compton Hellyer and Matthew Witt), one non-executive director representing the PGA TOUR’s shareholding (Lance Stover) and the four founding executive directors (Andrew Stanley, Steve Hemsworth, Guy Proddow and Daniel Grave). Matthew Witt resigned after stepping into full-time retirement on 31 March 2023. The founding directors represent the majority shareholding in the Group and continue to be directly invested in promoting the success of the Group for the benefit of the members as a whole.
The Board has long term considerations at its heart. The intention of the Group is to continue its position as the global leader in golf travel continuing to focus on its employees, its customers and its suppliers creating long term and lasting relationships built on honesty, integrity and trust. Further details are included in the ‘Future Developments’ section of this report.
 
Page 4

 
GOLFBREAKS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023

Directors' statement of compliance with duty to promote the success of the Group (continued)
Discharging its statutory duties
The Board recognises that decision making for the long term requires that the interests of various stakeholders be considered including those of employees, customers, suppliers and the wider community in which the Group operates. The Board also recognises, and has regard to, its governance frameworks and high standards of business conduct in managing the affairs of the Group. The Board discharges its duties through:
 - Having a clear plan of meetings to address the matters that are important to the Group’s long-term health;
 - Considering the Group’s relationships with employees and continuing to promote a positive company culture 
   (emphasised this year with a number of events to celebrate its 25th anniversary) through regular 
   communication, transparency and healthy recognition of individual and team achievement;
 - Providing assurance to our customers of the high standards that we instill in our sales and service teams by
   taking a proactive client-centric approach which is monitored continuously through our operational systems
   and proactive customer review process; 
 - Promoting a policy of being fair to all suppliers with timely payments of invoices and regular communication
   and trading updates through our dedicated Product Management Team;
 - Continuously monitoring the Group’s financial health; and
 - The governance framework that it puts in place and regularly monitors.   
The Board is presented with regular board packs and presentations to support it with the information that it needs to discharge its responsibilities. This information includes data in relation to demand, bookings, customer relationships, supplier relationships, market developments and trends and other information relating to the long term health of the Group. Employee responses to surveys and communication programmes are also considered by the Board. The Board also has direct engagement with employees within different functions of the business to help inform its decision making.
 
Page 5

 
GOLFBREAKS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023

Directors' statement of compliance with duty to promote the success of the Group (continued)
Key board considerations
During the reporting period, the Board addressed a number of specific issues including (but not limited to): 
 - Capital requirements and structures to consider re-financing of the Golfbreaks Bonds instruments to ensure 
   there are sufficient available facilities to support the Group’s medium-term needs, bearing in mind the 
   significantly improving financial performance of the Group;
-  Industry-wide consultations regarding the Package Travel Regulations in the UK and EU and the options 
   available to comply with the required regulations. Specifically, we transitioned our financial protection for non 
   licensable package bookings to the Association of Bonded Travel Organisers Trust ("ABTOT") whilst 
   maintaining a trade membership with the Association of British Travel Agents ("ABTA");
-  Consultation with our minority shareholder regarding the formation of a new golf tour to rival the PGA TOUR
   and any impact that could be foreseen with the strategic support and brand association in the 
   short-medium-term;
-  Accelerated growth in the US subsidiary as per the strategic plan and ensuring the supply chain maintains 
   pace with the anticipated demand as brand reputation grows; and
-  The strong culture and longevity of the leadership and management teams and focusing on staff retention, 
   training and well-being, bearing in mind cost-of-living pressures and increased business performance.
During the course of their discussions, the Board takes account of relevant stakeholder’s views. It has particular regard to the long term objectives of ensuring there is a strong business capable of protecting the interests of the founder directors and the PGA TOUR. In turn, this long term approach is in the interests of customers, suppliers, employees and the community at large.

Future developments

The strategic focus is to drive increased profitability in the parent UK business through increased marketing and sales conversion, whilst continuing with our excellent customer satisfaction ratings, leveraging the investments made to date and continuing to evolve with the ever changing pace of technology. The focus for our overseas subsidiaries is continued growth, brand development and market penetration, enabling the near-term recoverability of inter-company loans from the start-up years having become profitable business units.
The Group has experienced strong growth with another record breaking first quarter to start the new financial year in both revenues and profitability. The forward order book exceeds the same point last year in all markets.
In the US we continue to work with our strategic partner and shareholder the PGA TOUR to develop the Golfbreaks by PGA TOUR brand as the de facto market leader of golf travel in the North American market. 
Golf travel continues to trend positively and the recent marketing insight reports from the R&A and National Golf Foundation show encouraging signs to help accelerate our growth.


This report was approved by the board on 25 July 2023 and signed on its behalf.




S Hemsworth
Director

Page 6

 
GOLFBREAKS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2023

The directors present their report and the financial statements for the year ended 30 April 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £2,947,022 (2022 - £1,381,808).

A dividend of £150,000 (2022: £150,000) was paid during the year to the shareholders.

Directors

The directors who served during the year were:

A M Stanley 
G E S Proddow 
D S Grave 
S Hemsworth 
C G Hellyer 
M C Witt (resigned 31 March 2023)
L N Stover 

Page 7

 
GOLFBREAKS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023

Environmental matters

The Group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations.

Engagement with suppliers, customers and others

The directors are mindful of their statutory duty to act in the way they each consider, in good faith, would be most likely to promote the success of the Group for the benefits of its members as a whole, as set out in our s172(1) statement on pages 4 and 5 of the Strategic Report. A consideration of the Group’s relationship with wider stakeholders, including suppliers and customers, is also disclosed in the same statement.

Qualifying third party indemnity provisions

Qualifying third party indemnity insurance is in place covering directors and officers.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption for the year are 46,011 kgCO2e and 206,345 kWh.

The Group has historically applied “GHG Reporting Protocol – Corporate Standard” methodology and used Energyfit.uk energy and carbon reporting calculator to measure and report greenhouse gas emissions. 
The Group is reporting as a large, unquoted group.
The operational control approach has been used to identify the boundaries, from which the Group has identified three scopes for reporting:
 - Scope 1 direct emissions issued from sources directly controlled by the company, such as stationary
   combustion equipment for building heating
 - Scope 2 indirect emissions from electricity production, or from imported heat or vapor consumed in the
   buildings and equipment operation, provided by an external party
 - Scope 3 other indirect emissions issued from company activities but controlled by external parties, principally
   staff mileage claims   

The Group is committed to minimising the negative impact that our actions have on the environment.
We continue to look at ways to minimise travel through continued use of video meeting technology, taking the learnings from the pandemic as to how business can be conducted efficiently. We continue to advocate a hybrid working policy, local staff are encouraged to take up cycle-to-work schemes and we are introducing an Electric Vehicle leasing scheme to staff in the parent UK business in the first half of this year. 

Having consulted with the landlord and building management, to review the lighting at the Group head office, Minton Place, all lighting has recently been replaced with LED panel lights at a cost to the business and is already seeing returns on reduced electricity consumption. 

Page 8

 
GOLFBREAKS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsWhite Hart Associates (London) Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 25 July 2023 and signed on its behalf.
 





S Hemsworth
Director

Page 9

 
GOLFBREAKS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOLFBREAKS LIMITED
 

Opinion


We have audited the financial statements of GOLFBREAKS LIMITED (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2023, which comprise the Group Profit and Loss Account, the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 30 April 2023 and of the Group's 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 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 United Kingdom, including the Financial Reporting Council'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 directors' 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 or 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 directors with respect to going concern are described in the relevant sections of this report.


Page 10

 
GOLFBREAKS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOLFBREAKS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The directors are responsible for the other information contained within the Annual Report.  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. 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 course of 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.


Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the 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 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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which 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 directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 11

 
GOLFBREAKS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOLFBREAKS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 7, 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 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


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 an Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- We exercise professional judgment and maintain professional skepticism throughout the audit;
- We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control;
- We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control;
- We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made;
- We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;
- We review the scope of the Group's compliance with The Package and Linked Travel Arrangements Regulations 2018 (“PTRs”) and sample test relevant documentation to assess this and the effectiveness of its control environment;
- We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements;
 
Page 12

 
GOLFBREAKS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOLFBREAKS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements (continued)
- We review the Group's relationships with related parties, identifying and disclosing transactions during the year and balances at year-end with such parties;
- We conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's Report. However, future events or conditions may cause the entity to cease to continue as a going concern.


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 Auditors' Report.


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 2006Our 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 Auditors' 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.





N A Spoor FCA FCCA (Senior Statutory Auditor)
  
for and on behalf of
White Hart Associates (London) Limited
 
Chartered Accountants and Statutory Auditors
  
2nd Floor, Nucleus House
2 Lower Mortlake Road
Richmond
TW9 2JA

25 July 2023
Page 13

 
GOLFBREAKS LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 APRIL 2023


2023
2022
Note
£
£

  

Turnover
 4 
100,366,640
69,929,029

Cost of sales
  
(81,699,518)
(57,358,166)

Gross profit
  
18,667,122
12,570,863

Administrative expenses
  
(14,703,757)
(11,193,209)

Other operating income
 5 
22,743
482,238

Fair value movements
  
(13,055)
-

Operating profit
 6 
3,973,053
1,859,892

Interest receivable and similar income
 10 
85,532
1,792

Interest payable and similar expenses
 11 
(435,741)
(486,493)

Profit before tax
  
3,622,844
1,375,191

Tax on profit
 12 
(689,679)
8,688

Profit for the financial year
  
2,933,165
1,383,879

Profit for the year attributable to:
  

Non-controlling interests
  
(13,857)
2,071

Owners of the parent
  
2,947,022
1,381,808

  
2,933,165
1,383,879

The notes on pages 24 to 50 form part of these financial statements.

Page 14

 
GOLFBREAKS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2023

2023
2022
Note
£
£


Profit for the financial year

  

2,933,165
1,383,879

Other comprehensive income
  


Foreign exchange movements
  
(118,854)
(267,792)

Other comprehensive income for the year
  
(118,854)
(267,792)

Total comprehensive income for the year
  
2,814,311
1,116,087

Profit for the year attributable to:
  


Non-controlling interest
  
(13,857)
2,071

Owners of the parent Company
  
2,947,022
1,381,808

  
2,933,165
1,383,879

Total comprehensive income attributable to:
  


Non-controlling interest
  
(13,857)
2,071

Owners of the parent Company
  
2,814,311
1,116,087

  
2,800,454
1,118,158

The notes on pages 24 to 50 form part of these financial statements.

Page 15

 
GOLFBREAKS LIMITED
REGISTERED NUMBER: 03571913

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
5,904,821
6,596,698

Tangible assets
 16 
264,932
284,081

Investments
 17 
100,000
100,000

  
6,269,753
6,980,779

Current assets
  

Debtors: amounts falling due after more than one year
 18 
740,023
1,382,761

Debtors: amounts falling due within one year
 18 
11,875,578
9,395,765

Cash at bank and in hand
 19 
26,321,741
17,935,342

  
38,937,342
28,713,868

Creditors: amounts falling due within one year
 20 
(39,790,818)
(32,196,860)

Net current liabilities
  
 
 
(853,476)
 
 
(3,482,992)

Total assets less current liabilities
  
5,416,277
3,497,787

Creditors: amounts falling due after more than one year
 21 
(4,465,000)
(5,603,000)

Provisions for liabilities
  

Deferred taxation
 23 
(507,352)
(115,173)

  
 
 
(507,352)
 
 
(115,173)

Net assets/(liabilities)
  
443,925
(2,220,386)

Page 16

 
GOLFBREAKS LIMITED
REGISTERED NUMBER: 03571913
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 APRIL 2023

2023
2022
Note
£
£

Capital and reserves
  

Called up share capital 
 24 
48,510
48,510

Share premium account
 25 
6,884,404
6,884,404

Capital redemption reserve
 25 
994
994

Foreign exchange reserve
 25 
147,625
167,985

Profit and loss account
 25 
(6,186,594)
(8,903,265)

Equity attributable to owners of the parent Company
  
894,939
(1,801,372)

Non-controlling interests
  
(451,014)
(419,014)

  
443,925
(2,220,386)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 July 2023.




S Hemsworth
Director

The notes on pages 24 to 50 form part of these financial statements.

Page 17

 
GOLFBREAKS LIMITED
REGISTERED NUMBER: 03571913

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
5,904,821
6,596,698

Tangible assets
 16 
206,627
259,517

Investments
 17 
220,155
220,155

  
6,331,603
7,076,370

Current assets
  

Debtors: amounts falling due after more than one year
 18 
4,491,145
5,394,422

Debtors: amounts falling due within one year
 18 
10,627,956
9,293,993

Cash at bank and in hand
 19 
24,395,104
16,926,668

  
39,514,205
31,615,083

Creditors: amounts falling due within one year
 20 
(34,236,867)
(28,501,429)

Net current assets
  
 
 
5,277,338
 
 
3,113,654

Total assets less current liabilities
  
11,608,941
10,190,024

Creditors: amounts falling due after more than one year
 21 
(4,647,065)
(5,860,428)

Deferred taxation
 23 
(507,352)
(115,173)

Net assets
  
 
 
6,454,524
 
 
4,214,423

Page 18

 
GOLFBREAKS LIMITED
REGISTERED NUMBER: 03571913
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 APRIL 2023

2023
2022
Note
£
£


Capital and reserves
  

Called up share capital 
 24 
48,510
48,510

Share premium account
 25 
6,884,404
6,884,404

Capital redemption reserve
 25 
994
994

Profit and loss account brought forward
  
(2,719,485)
(4,350,765)

Profit for the year
  
2,390,101
1,781,280

Other changes in the profit and loss account

  

(150,000)
(150,000)

Profit and loss account carried forward
  
(479,384)
(2,719,485)

  
6,454,524
4,214,423


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 July 2023.




S Hemsworth
Director

The notes on pages 24 to 50 form part of these financial statements.

Page 19

 

 
GOLFBREAKS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023



Called up share capital
Share premium account
Shares to be issued
Foreign exchange reserve
Profit and loss account
Total owners' equity
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£



At 1 May 2021
48,510
6,884,404
994
113,285
(9,796,619)
(2,749,426)
(437,047)
(3,186,473)



Comprehensive income for the year


Profit for the year
-
-
-
-
1,381,808
1,381,808
2,071
1,383,879


Foreign exchange movements
-
-
-
54,700
(338,454)
(283,754)
15,962
(267,792)

Total comprehensive income for the year
-
-
-
54,700
1,043,354
1,098,054
18,033
1,116,087


Dividends: Equity capital
-
-
-
-
(150,000)
(150,000)
-
(150,000)





At 1 May 2022
48,510
6,884,404
994
167,985
(8,903,265)
(1,801,372)
(419,014)
(2,220,386)



Comprehensive income for the year


Profit for the year
-
-
-
-
2,947,022
2,947,022
(13,857)
2,933,165


Foreign exchange movements
-
-
-
(20,360)
(80,351)
(100,711)
(18,143)
(118,854)

Total comprehensive income for the year
-
-
-
(20,360)
2,866,671
2,846,311
(32,000)
2,814,311


Dividends: Equity capital
-
-
-
-
(150,000)
(150,000)
-
(150,000)



At 30 April 2023
48,510
6,884,404
994
147,625
(6,186,594)
894,939
(451,014)
443,925



The notes on pages 24 to 50 form part of these financial statements.

Page 20

 
GOLFBREAKS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023


Called up share capital
Share premium account
Shares to be issued
Profit and loss account
Total equity

£
£
£
£
£


At 1 May 2021
48,510
6,884,404
994
(4,350,765)
2,583,143


Comprehensive income for the year

Profit for the year
-
-
-
1,781,280
1,781,280
Total comprehensive income for the year
-
-
-
1,781,280
1,781,280

Dividends: Equity capital
-
-
-
(150,000)
(150,000)



At 1 May 2022
48,510
6,884,404
994
(2,719,485)
4,214,423


Comprehensive income for the year

Profit for the year
-
-
-
2,390,101
2,390,101
Total comprehensive income for the year
-
-
-
2,390,101
2,390,101

Dividends: Equity capital
-
-
-
(150,000)
(150,000)


At 30 April 2023
48,510
6,884,404
994
(479,384)
6,454,524


The notes on pages 24 to 50 form part of these financial statements.

Page 21

 
GOLFBREAKS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
2,933,165
1,383,879

Adjustments for:

Amortisation of intangible assets
1,398,084
1,329,454

Depreciation of tangible assets
126,778
123,020

Interest paid
353,268
227,175

Taxation charge
689,679
(8,688)

(Increase) in debtors
(2,167,075)
(3,797,996)

Increase in creditors
7,230,050
11,941,854

Net fair value losses recognised in P&L
13,055
-

Corporation tax (paid)/received
(778,251)
194,307

Net cash generated from operating activities

9,798,753
11,393,005

Cash flows from investing activities

Purchase of intangible fixed assets
(706,207)
(684,491)

Purchase of tangible fixed assets
(108,879)
(73,056)

Net cash from investing activities

(815,086)
(757,547)

Cash flows from financing activities

Repayment of other loans
(94,000)
(396,000)

Dividends paid
(150,000)
(150,000)

Interest paid
(353,268)
(227,175)

Net cash used in financing activities
(597,268)
(773,175)

Net increase in cash and cash equivalents
8,386,399
9,862,283

Cash and cash equivalents at beginning of year
17,935,342
8,073,059

Cash and cash equivalents at the end of year
26,321,741
17,935,342


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
26,321,741
17,935,342


The notes on pages 24 to 50 form part of these financial statements.

Page 22

 
GOLFBREAKS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 APRIL 2023




At 1 May 2022
Cash flows
At 30 April 2023
£

£

£

Cash at bank and in hand

17,935,342

8,386,399

26,321,741

Debt due after 1 year

(4,638,000)

173,000

(4,465,000)

Debt due within 1 year

(94,000)

(79,000)

(173,000)


13,203,342
8,480,399
21,683,741

The notes on pages 24 to 50 form part of these financial statements.

Page 23

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

1.


General information

As disclosed in the Strategic Report, the principal activity of the Group and Company in the period under review was the promotion of golf breaks, golf holidays and golf tournament experiences across its three consumer markets of the UK and Ireland, Scandinavia and the USA.
The Company is a private company limited by shares and is incorporated in England. The address of the Group's principal place of business, being the same as the registered office stated on the Company Information page, is:
Minton Place
Victoria Street
Windsor
Berkshire
SL4 1EG

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 24

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.3

Going concern

The Group reported profits for the period of £2,933,165 and has a Net Surplus in Shareholders’ Funds of £443,925. The financial statements have been prepared on the going concern basis as the directors have prepared sensitised forecasts and having undertaken a review of the future financing requirements for on-going operations of the Group, are satisfied that sufficient cash facilities are secured to meet its working capital requirements for at least 12 months from the date of signing of these financial statements.
Bond Redemption
At 30 April 2023 the group has net current liabilities of £853,476 excluding bond redemption repayments of £173,000 due in the next 12 months from the balance sheet date. As part of their review, the directors have made certain estimates about the redemption of bond 1. The next potential notification date for bond 1 holders to request redemption of bonds is in January 2024, for redemption in July 2024. The directors have used an anticipated redemption rate based on the historic redemption experience of bond 1, since the first redemption window in January 2018, when forecasting. In the event of a 100% redemption requirement in July 2024 in respect of bond 1, the Group will still have sufficient headroom to meet its working capital requirements over the next 12 months. The next potential notification date for bond 2 holders to request redemption of bonds is in May 2024, for redemption in November 2024.
Recovery Post Coronavirus (COVID-19) Pandemic and Cost of Living Crisis 
The uncertainty as to the rate of recovery of the Group from the COVID-19 pandemic and the potential impact of the cost of living crisis on the recovery has also been considered as part of the Group's adoption of the going concern basis. Downside sensitivities were applied to the base case cashflow model to understand the potential impact of further deferred bookings or refunds, based on extended trading restrictions, future prospects, performance and an assessment of the economic environment.
Whilst it remains difficult to predict any future pandemics, the directors continue to responsibly manage cash reserves and take the required commercially reasonable steps (including options to pursue further financing) to mitigate any downside scenarios.
For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

Page 25

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised in full at the point of travel, less a small element of non refundable deposits paid which is recognised at the point of sale.
Revenue represents (a) the gross value (total transaction value) at which the services earned as a tour operator have been sold to the customer and (b) rebates and overrides received from suppliers.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts and rebates.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 26

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 5 to 10 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Profit and Loss Account in the same period as the related expenditure.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.12

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 27

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.13

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where equity instruments are granted to persons other than employees, the transaction is recorded at the fair value of goods and services received. For transactions with parties other than employees, the measurement date is the date when the entity obtains the goods or the counterparty renders the service.

 
2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 28

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.15

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Domain names
-
10 years on a straight line basis
Development expenditure
-
5 - 10 years on a straight line basis
Branding
-
5 years on a straight line basis

 
2.16

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
10% straight line
Computer equipment
-
20% straight line
Other fixed assets
-
20% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 29

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.18

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Profit and Loss Account includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.20

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 30

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)

 
2.21

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 
2.22

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Profit and Loss Account.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 31

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

2.Accounting policies (continued)


2.22
Financial instruments (continued)

Forward exchange contracts
Forward exchange contracts are used to manage currency fluctuations by purchasing foreign currency in advance to match future currency commitments when they become due. Foreign exchange contracts and the amounts due are valued at the time when the contract is entered into.
In accordance with FRS 102 these forward exchange contracts are revalued at the year end valuation and the resulting gain or loss is recognised in the income statement. At 30 April 2023, the Group had entered into forward exchange contracts to buy £3,088,299 (2022 - £Nil) of foreign currencies.

 
2.23

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 32

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumption are reviewed on a regular and ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical accounting estimates and assumptions
Investments - Management assess the investments held for evidence of impairment annually. When assessing for impairment, management considers factors including performance of investments, forecasts and future strategic plans.
Useful life of intangible assets - The Group assesses the expected useful life of all intangibles and amortises them over the corresponding period, currently between 5 and 10 years. The directors have applied a life of 10 years to computer software where they consider this to be built around 'best in class' platforms. The Group continually monitors this policy and the performance of the assets, and will amend the estimate of the useful life should it be required.
Loyalty Scheme Provision - Management provide for the expected redemption of currently available loyalty points within future periods. The provision is calculated using historical data to determine expected redemption rates. This provision is regularly reviewed and amended should it be required.
Intercompany recoverability - The Group assesses its intercompany balances for recoverability. When assessing for impairment, management considers factors including historical experience, knowledge of performance, and future forecasts based upon strategic investment plans. Management have assumed year on year growth of at least 15% in revenues of the Scandinavian subsidiary. Growth assumptions related to the US subsidiary are noted below.
Fair value assumptions - The directors have assessed the fair value of services received under a share based payment arrangement (note 24) using a third party expert and generally accepted methodologies, based on an underlying assumption of forecast revenue growth in the US subsidiary of 50% over the forecast period, albeit from a low base.
Redemption of bonds - For Bond 2 the potential notification date is on or before 14 May 2023 for redemptions in November 2023. Since the redemption of Bond 2 is within 12 months of the date of sign off of these financial statements, but the notification deadline (May 2023) has not passed, management have made judgements about the anticipated redemption rate based on the historic redemption experience of Bonds when assessing going concern.

Page 33

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

4.


Turnover

The whole of the turnover is attributable to the promotion of golf breaks, golf holidays and golf tournament experiences across its three consumer markets of the UK and Ireland, Scandinavia and the USA.

Analysis of turnover by source market:

2023
2022
£
£

United Kingdom
83,341,423
60,439,324

Denmark
3,549,028
3,107,050

United States of America
13,476,189
6,382,655

100,366,640
69,929,029



5.


Other operating income

2023
2022
£
£

Government grants receivable
22,743
482,238

22,743
482,238


Government grants above include amounts received in respect of COVID-19 pandemic support from the governments of Denmark and the USA. 


6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
126,778
123,020

Amortisation of intangible assets, including goodwill
1,398,084
1,329,454

Exchange differences
(198,198)
(461,783)

Other operating lease rentals
789,930
750,453

Government grants
(22,743)
(482,238)

Page 34

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

58,300
53,000

Fees payable to the Group's auditor and its associates in respect of:

All other services
48,900
8,370


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
7,215,994
5,436,668
5,863,902
4,686,977

Social security costs
742,976
583,574
647,717
530,421

Cost of defined contribution scheme
185,377
159,441
165,108
146,605

8,144,347
6,179,683
6,676,727
5,364,003


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Administrative
174
152

Page 35

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
445,992
420,404

Group contributions to defined contribution pension schemes
15,226
23,060

461,218
443,464


During the year retirement benefits were accruing to 5 directors (2022 - 5) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £175,290 (2022 - £168,847).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,414 (2022 - £5,360).

The total accrued pension provision of the highest paid director at 30 April 2023 amounted to £Nil (2022 - £Nil).


10.


Interest receivable

2023
2022
£
£


Other interest receivable
85,532
1,792

85,532
1,792


11.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
435,741
486,493

435,741
486,493

Page 36

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
(330,000)

Adjustments in respect of previous periods
297,500
(194,307)


Deferred tax


Origination and reversal of timing differences
392,179
515,619


Taxation on profit/(loss) on ordinary activities
689,679
(8,688)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
3,622,844
1,375,191


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
688,340
261,286

Effects of:


Non-tax deductible amortisation of goodwill and impairment
251,551
242,397

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
19,158
(108,407)

Capital allowances for year in excess of depreciation
(129,791)
(135,209)

Utilisation of tax losses
(727,533)
(439,587)

Research and development tax credit
-
(330,000)

Adjustments to tax charge in respect of prior periods
297,500
-

Profits taxed in foreign jurisdictions
(101,725)
(14,787)

Movement in deferred taxes
392,179
515,619

Total tax charge for the year
689,679
(8,688)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 37

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

13.


Dividends

2023
2022
£
£


B Ordinary share dividends
150,000
150,000

150,000
150,000


14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The profit after tax of the parent Company for the year was £2,390,101 (2022 - £1,781,280).


15.


Intangible assets

Group





Brand licence
Development expenditure
Domain names
Total

£
£
£
£



Cost


At 1 May 2022
3,440,000
8,244,309
60,411
11,744,720


Additions
-
706,207
-
706,207


Foreign exchange movement
-
10,353
-
10,353



At 30 April 2023

3,440,000
8,960,869
60,411
12,461,280



Amortisation


At 1 May 2022
1,720,000
3,382,714
45,308
5,148,022


Charge for the year on owned assets
688,000
704,043
6,041
1,398,084


Foreign exchange movement
-
10,353
-
10,353



At 30 April 2023

2,408,000
4,097,110
51,349
6,556,459



Net book value



At 30 April 2023
1,032,000
4,863,759
9,062
5,904,821



At 30 April 2022
1,720,000
4,861,595
15,103
6,596,698

Page 38

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
 
           15.Intangible assets (continued)

During 2019, Golfbreaks entered into an agreement with The PGA Tour, whereby The PGA Tour acquired 20% of the issued share capital of the Company in exchange for a five-year right to use the PGA Tour brand and access to certain marketing assets over a five-year period valued at £3,440,000.
Amortisation on intangible assets is charged to administrative expenses.



Company




Brand licence
Development expenditure
Domain names
Total

£
£
£
£



Cost


At 1 May 2022
3,440,000
7,934,740
60,411
11,435,151


Additions
-
706,207
-
706,207



At 30 April 2023

3,440,000
8,640,947
60,411
12,141,358



Amortisation


At 1 May 2022
1,720,000
3,073,145
45,308
4,838,453


Charge for the year
688,000
704,043
6,041
1,398,084



At 30 April 2023

2,408,000
3,777,188
51,349
6,236,537



Net book value



At 30 April 2023
1,032,000
4,863,759
9,062
5,904,821



At 30 April 2022
1,720,000
4,861,595
15,103
6,596,698

Page 39

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

16.


Tangible fixed assets

Group






Leasehold improvements
Computer equipment
Other fixed assets
Total

£
£
£
£



Cost or valuation


At 1 May 2022
627,938
968,289
129,694
1,725,921


Additions
-
96,960
11,919
108,879


Exchange adjustments
-
(731)
(451)
(1,182)



At 30 April 2023

627,938
1,064,518
141,162
1,833,618



Depreciation


At 1 May 2022
470,781
868,104
102,955
1,441,840


Charge for the year on owned assets
62,794
53,960
10,023
126,777


Exchange adjustments
-
239
(170)
69



At 30 April 2023

533,575
922,303
112,808
1,568,686



Net book value



At 30 April 2023
94,363
142,215
28,354
264,932



At 30 April 2022
157,157
100,185
26,739
284,081




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Short leasehold
94,363
157,157

94,363
157,157


Page 40

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

           16.Tangible fixed assets (continued)


Company






Leasehold improvements
Computer equipment
Other fixed assets
Total

£
£
£
£

Cost or valuation


At 1 May 2022
627,938
924,980
111,710
1,664,628


Additions
-
58,750
1,475
60,225



At 30 April 2023

627,938
983,730
113,185
1,724,853



Depreciation


At 1 May 2022
470,781
841,964
92,366
1,405,111


Charge for the year on owned assets
62,794
44,381
5,940
113,115



At 30 April 2023

533,575
886,345
98,306
1,518,226



Net book value



At 30 April 2023
94,363
97,385
14,879
206,627



At 30 April 2022
157,157
83,016
19,344
259,517





The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Short leasehold
94,363
157,157

94,363
157,157


Page 41

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

17.


Fixed asset investments

Group





Investment in joint ventures

£



Cost or valuation


At 1 May 2022
100,000



At 30 April 2023

100,000




Company





Investments in subsidiary companies
Investment in joint ventures
Total

£
£
£



Cost or valuation


At 1 May 2022
120,155
100,000
220,155



At 30 April 2023

120,155
100,000
220,155




The Group directly owns the share capital of the subsidiaries listed in the table below.
The Group also owns 50% of the issued ordinary share capital of Golfshake Limited, a company incorporated in England and Wales. The company's principal activity is to provide a golfing community website. The capital and reserves as at the year end were a surplus of £54,555 (2022 - £49,827). The company reported a profit before tax for the period ended 30 April 2023 of £6,153 (2022 - £32,602). The results of Golfshake Limited have not been consolidated on the basis of materiality.

Page 42

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Golfbreaks Bonds Plc
Minton Place, 
Victoria Street, 
Windsor, 
Berkshire, SL4 1EG
Issuance of bonds for long term financing
Ordinary
100%
Golfbreaks Incorporated
474 Wando Park Blvd,
Suite 204, Mount
Pleasant, South
Carolina, 29464, 
USA
Promotion of golf holidays
Ordinary
100%
Golfbreaks Scandinavia APS
Tuborgvej 5, 
2900  Hellerup, 
Denmark
Promotion of golf holidays
Ordinary
  80%
Golfcourses Limited
Minton Place, 
Victoria Street, 
Windsor, 
Berkshire, SL4 1EG
Dormant
Ordinary
  100%

The aggregate of the share capital and reserves as at 30 April 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Golfbreaks Bonds Plc
96,495
7,670

Golfbreaks Incorporated
(3,729,597)
606,955

Golfbreaks Scandinavia APS
(2,257,342)
(71,561)

Golfcourses Limited
-
-

Page 43

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

18.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
3,756,953
4,017,395

Other debtors
92,327
37,724
86,496
31,990

Prepayments and accrued income
647,696
1,345,037
647,696
1,345,037

740,023
1,382,761
4,491,145
5,394,422


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
238,612
107,770
238,612
107,770

Amounts owed by group undertakings
-
-
767,591
2,165,337

Other debtors
2,151,016
1,670,265
2,151,016
350,019

Prepayments and accrued income
9,485,950
7,617,730
7,470,737
6,670,867

11,875,578
9,395,765
10,627,956
9,293,993


Rental deposits held by landlords as security for the use of offices across the Group, included within other debtors due after more than one year, totalled £92,327 (2022 - £37,724) for the Group and £86,496 (2022 - £31,990) for the parent Company.
A prepayment due after more than one year of £647,696 (2022 - £1,345,037) and a prepayment due within one year of £686,432 (2022 - £686,432) relating to prepaid marketing services are included within debtors (see note 24).


19.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
26,321,741
17,935,342
24,395,104
16,926,668

26,321,741
17,935,342
24,395,104
16,926,668


Included within cash at bank and in hand above is restricted cash of £2,021,181 (2022 - £2,905,377) held by Barclays Bank Plc to provide a cash-backed bond in favour of the Civil Aviation Authority ('CAA') and the Association of British Travel Agents ('ABTA'), which is secured against the cash held by means of a credit guarantee.

Page 44

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
173,000
94,000
-
-

Payments received on account
28,745,957
22,852,679
24,743,199
20,601,672

Trade creditors
892,784
636,115
780,376
496,651

Amounts owed to group undertakings
-
-
173,000
94,000

Other taxation and social security
237,638
472,342
177,528
423,846

Other creditors
2,061,336
1,059,320
2,232,582
1,147,129

Accruals and deferred income
7,667,048
7,082,404
6,117,127
5,738,131

Financial instruments
13,055
-
13,055
-

39,790,818
32,196,860
34,236,867
28,501,429


Other loans represent bonds issued to investors in prior periods by Golfbreaks Bonds plc. The initial term of the first bond expired in July 2018 and these are now on an annual redemption basis. The next redemption notification deadline is January 2024 for redemption in July 2024. Interest accrues at 7.5% or 10% per annum depending on the type of bond purchased, and is payable yearly on the anniversary of the issue of the bond. If the holder of the bond does not notify the Group of their wish to redeem the bond at least 6 months prior to the bond's redemption date (January), the bond automatically rolls over for a further year. The first bond is now not due for redemption until July 2024 (having received notice in January 2023 for redemptions in July 2023 amounting to £77,000) and has therefore been classified as being due after more than one year at the current balance sheet date.
The initial term of the second bond expired in November 2020 and these are now on an annual redemption basis. The next redemption notification deadline is May 2023 for redemption in November 2023. Interest accrues at 7.5% per annum, and is payable every six months from the issue of the bond. Subsequent to the period end, and up to the redemption deadline in May 2023, the Group had received notice for redemptions totalling £96,000, as a result the majority of the bond has been rolled over and £96,000 has been classified, along with the £77,000 noted above, as due within one year (see note 22). 
The Bonds are guaranteed by the Group.

Page 45

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
4,465,000
4,638,000
-
-

Amounts owed to group undertakings
-
-
4,647,065
4,895,428

Other creditors
-
965,000
-
965,000

4,465,000
5,603,000
4,647,065
5,860,428


Other loans above represent bonds issued to investors in prior periods. See note 20 for further details.
Other creditors due after more than one year above in the prior period related to loans from directors to the Group totalling £965,000, which have now been recognised as due within one year and are expected to be repaid in the coming 12 months. 


22.


Loans

The maturity of loans is set out below:


Group
Group
2023
2022
£
£

Other loans due within one year
173,000
94,000

Other loans due within 1-2 years
4,465,000
4,638,000

4,638,000
4,732,000


Page 46

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

23.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(115,173)
400,446


Charged to profit or loss
(392,179)
(515,619)



At end of year
(507,352)
(115,173)

Company


2023
2022


£

£






At beginning of year
(115,173)
400,446


Charged to profit or loss
(392,179)
(515,619)



At end of year
(507,352)
(115,173)

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
(887,094)
(868,989)
(887,094)
(868,989)

Tax losses carried forward
379,742
753,816
379,742
753,816

(507,352)
(115,173)
(507,352)
(115,173)

Page 47

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

24.


Share capital

2023
2022
£
£
Authorised



499,800,000 (2022 - 499,800,000) "A" Ordinary shares of £0.0010 each
499,800
499,800
50,000 (2022 - 50,000) "B" Non-Voting shares of £0.0010 each
50
50
125,000 (2022 - 125,000) "C" Ordinary shares of £0.0010 each
125
125
100,000 (2022 - 100,000) "D" Ordinary shares of £0.0010 each
100
100

500,075

500,075

Allotted, called up and fully paid



48,375,000 (2022 - 48,375,000) "A" Ordinary shares of £0.0010 each
48,375
48,375
10,000 (2022 - 10,000) "B" Non-Voting shares of £0.0010 each
10
10
125,000 (2022 - 125,000) "C" Ordinary shares of £0.0010 each
125
125

48,510

48,510

All shares rank pari passu in all respects except for 'C' and 'D' ordinary shares which are not entitled to dividends and are not entitled to voting rights and 'B' ordinary shares which also do not carry any voting rights.
On 20 September 2019, Golfbreaks Limited entered into an agreement with The PGA Tour which became effective on 31 October 2019, whereby the PGA Tour acquired 20% of the issued share capital of the company in exchange for a five-year right to use the PGA Tour brand and access to certain marketing assets over a five-year period. Under the terms of the arrangement there is provision for The PGA Tour to obtain up to a further 10% of issued share capital (upside shares) on achievement of certain revenue targets.
The transaction with The PGA Tour is regarded as an equity settled share based payment under FRS 102 Section 26 and is therefore recorded at the fair value of services received. As a result, £9,702 has been credited to share capital, £994 credited to the reserve for shares to be issued (upside shares) and the balance of £6,860,304 to share premium.


Page 48

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

25.


Reserves

Share premium account

This reserve represents the excess paid for share capital over and above the nominal value of the share capital.
Shares to be issued
This reserve represents the nominal value of the maximum number of upside shares to be issued to a minority shareholder, if certain revenue targets are met in 2024.

Foreign exchange reserve

This reserve represents the accumulated differences arising on year end translation of equity components of overseas entities.

Profit and loss account

This reserve represents the accumulated gains and losses of the Group and Company since its inception, less any dividends paid.


26.


Contingent liabilities

At 30 April 2022 there were contingent liabilities outstanding in respect of counter indemnities and guarantees given by the company and the group, in the normal course of business to the Group's bond obligors in respect of ABTOT bonds amounting to £7,055,850 (2022 - £3,912,920).


27.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £185,377 (2022 - £159,441). Contributions totalling £37,497 (2022 - £Nil) were repayable to the fund at the statement of financial position date and are included in other creditors.


28.


Commitments under operating leases

At 30 April 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
345,984
345,984
345,984
345,984

Later than 1 year and not later than 5 years
86,496
446,896
86,496
446,896

432,480
792,880
432,480
792,880
Page 49

 
GOLFBREAKS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023

29.


Related party transactions

The Company has taken advantage of the exemption as provided by Financial Reporting Standard (FRS) 102 section 33 ‘Related Party Disclosures’ not to disclose transactions with fellow wholly owned group companies included within the Group financial statements.
Included within trade debtors is £Nil (2022 - £1,800) and within trade creditors is £Nil (2022 - £Nil) due from and owed to Golfshake Limited, a joint venture. During the period, the Company made sales to and purchases from Golfshake Limited of £70,000 and £102,699 respectively (2022 - £112,711 and £75,900 respectively).
In the period to 30 April 2023, the Company purchased consultancy services from Mr P Stanley, father of Mr A M Stanley amounting to £15,000 (2022 - £17,500). The transactions were undertaken under normal commercial terms.
At 30 April 2023, the Company owed £965,000 in loans that had been provided by the directors during the COVID-19 pandemic, which are expected to be repaid within 12 months of the year-end and have been recognised within other creditors due within one year accordingly. 
At the period end the directors and their spouses held bonds totalling £56,000 (2022 - £156,000). The terms of the bonds are noted in note 20. The bonds accrue interest at a rate of 7.5% per annum payable on the anniversary of the issue of the bond. The total interest paid to these bond holders was £4,200 (2022 - £11,700), and the amount payable at the year end was £Nil (2022 - £Nil).
All directors and certain senior employees who have authority for planning, directing and controlling the activities of the Company are considered to be key management personnel. In this context the directors consider that this comprises the Group directors only.
During the year a dividend was paid in equal amounts to A M Stanley, G E S Proddow and S Hemsworth totalling £150,000 (2022 - £150,000).
During the year, the Company made sales to and purchases from Golfbreaks Scandinavia APS (a subsidiary company in which Golfbreaks Limited has an 80% holding), of £157,868 and £Nil respectively (2022 - £158,263 and £Nil respectively). The sales relate to interest charges, management fees, and general business expenses. The purchases relate to general business expenses. At the statement of financial position date, Golfbreaks Scandinavia APS owed Golfbreaks Limited £2,498,383 (2022 - £2,254,791). 


30.


Controlling party

The ultimate parent company of the Group is considered to be Golfbreaks Limited, a company registered in England and Wales.
The ultimate controlling party is considered to be Mr A M Stanley by virtue of his majority shareholding in the Company.

 
Page 50