Registration number:
Dwellcourt Limited
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Brebners
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Dwellcourt Limited
Contents
Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Income Statement |
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Consolidated Statement of Comprehensive Income |
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Consolidated Statement of Financial Position |
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Statement of Financial Position |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Dwellcourt Limited
Company Information
Directors |
J T Hilliard T K Sims S J Turnbull |
Company secretary |
J T Hilliard |
Registered office |
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Auditors |
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Dwellcourt Limited
Strategic Report for the Year Ended 31 October 2023
The directors present their strategic report for the year ended 31 October 2023.
Principal activity
The principal activities of the group are the maintenance and conduct of sports complexes and the related business of licensed victuallers and restaurateurs, the operation of golf professional shops and warehousing, distribution and property development.
Fair review of the business
Dwellcourt Limited is the parent company of the group responsible for the management of the sports complexes and the retail of golf equipment and related golf products by the subsidiary undertakings. The group continued to be the home to some of the most accessible golf centres in the South East, set amongst some of Surrey's finest countryside.
Within the group portfolio is Golf Retail Group Limited, which owns one of Europe's largest golf superstores, Doug McClelland Golf Stores and a specialised unique Left Handed Golf Store, both based at the Silvermere complex. Their reputation continues to grow as a stockist of the leading golf club and clothing manufacturers and they are home to some of the largest offerings of Men's and Ladies' Apparel in Europe. There is a choice of over 230 models of golf shoes, 4 Custom Fit Centres, offering expert advice and the well renowned "try before you buy" feature, all ensuring the ultimate shopping experience for golfers. Turnover of the companies that make up the Golf Retail Group reduced slightly to £15.44 million compared to £15.94 million in 2022. However, this was against the backdrop of exceptional increases in turnover in the two previous years of 21% and 12% as restrictions were eased in 2021 following the Covid-19 pandemic, which led to a positive surge in activity in the golf sector. As anticipated by the directors turnover has now fallen slightly as the effects of the Covid bounce back receded. Gross profit margins were maintained at around 25% and overall the Golf Retail Group contributed an increase in net assets of £1.95 million to the group.
Both Silvermere Golf & Leisure Limited and Kingswood Golf & Country Club Limited generated an increase in turnover compared to the previous year. The pre-tax profitability at Silvermere fell slightly from £719,000 in 2022 to £591,000 in 2023 as there was a significant increase in course maintenance expenditure, aimed at further enhancing the playing experience. Kingswood reported an increase in pre-tax profit from £190,000 in 2022 to £238,000 in 2023.
The directors pride themselves on the growing reputation of the golf clubs within their market place and therefore continue to invest and implement improvements ensuring ongoing support from loyal members.
The investment arm of the group, made up of Claredale Warehousing Limited and Hilliard Brothers (Ewell) Limited, continues to provide strong returns and the directors regularly monitor movements in the property market to ensure the properties are reflected at their fair value in the financial statements. The directors are pleased to note an increase in rental income from around £810,000 in 2022 to nearly £850,000 in 2023.
The group profit for the year after taxation was £2.72m (2022: £3.04 million) and the group's net assets increased by £1.99 to £32.57 million.
Group turnover amounted to £24.93 million compared to £24.81 million in the previous year. The directors are pleased with the performance of the group and expect continued strong profitability in the year ended 31 October 2024.
Dwellcourt Limited
Strategic Report for the Year Ended 31 October 2023
Financial Key Performance Indicators
The group's key financial and other performance indicators during the year were as follows:
Unit |
2023 |
2022 |
|
Turnover |
£000 |
24,929 |
24,812 |
Turnover Percentage change |
% |
0 |
23 |
Gross Profit |
£000 |
8,128 |
8,440 |
Gross Profit Percentage |
% |
33 |
34 |
EBITDA |
£000 |
3,855 |
4,242 |
Non-Financial Key Performance Indicators
The group seeks to ensure that responsible business practice is fully integrated into the management of all its operations and into the culture of all parts of its business. It believes that the consistent adoption of reasonable business practice is essential for operational excellence which in turn ensures the delivery of its core objective of sustained profitability.
The group will continue to invest in the underlying systems, governance and infrastructure to support the group going forward.
In a group of this size the directors consider there are collectively numerous non-financial performance indicators but that individually none are key.
Operational Risk
Operational risk is caused by failures in business processes or the systems or physical infrastructure that support them that have the potential to result in financial loss or damage the reputation of the group. This includes errors, omissions, systems failure, lack of resources or physical assets and deliberate acts such as fraud.
The directors impose continuing self assessment and appraisals along with continually seeking to improve its operating efficiencies and standards. The directors endeavour to limit cost increases wherever possible and actively negotiate best terms with their major suppliers. The group governs its own price risk based on the directors' expectations for the group.
Credit Risk
Credit risk is the risk that counter-parties will not be able to meet their obligations as they fall due. The group closely monitors outstanding debts from all sources resulting in minimal exposure to bad debts. The group's credit risk is managed by active credit control including the use of credit checking.
Liquidity Risk
The group ensures that liquidity is maintained and financial obligations are met by monitoring the cash balances daily to ensure it retains flexibility in the management of cash flow. In the event that cash flows would not cover financial obligations the group has credit facilities available.
Dwellcourt Limited
Strategic Report for the Year Ended 31 October 2023
Market Risk
Golf-related income is a discretionary spend and the directors are aware that the group may have some exposure to the current climate and its impact on consumer spending. However the directors note that Golf was able to continue and abide by Government restrictions and therefore has not been overly affected by market risk. The directors also feel the reputation and position in the South East ensure it is not exposed to significant market risk.
Foreign Currency Risk
The group only sells a small proportion overseas and deals in sterling predominantly, therefore it is not exposed to significant forex fluctuations.
Interest Rate Risk
The group's facilities are subject to commercial market interest rates calculated as a percentage above bank base rate. The group is therefore exposed to the risk of increases in the bank base rate. The group had no hedging arrangements at 31 October 2023. The directors continue to monitor interest rates, and ensure that sufficient resources are available so obligations can be met when they fall due.
Risk summary
The directors continuously monitor and respond to changes in the group's risk environment and this has been subject to regular and heightened review processes during Covid-19, so ensuring that the group remains well placed to address operational, financial and business risks in a timely and appropriate manner.
Future developments
Based on the information available and the group's current trading performance the directors continue to invest in its facilities to ensure the group maintains its reputation as a renowned provider of leisure, retail, catering and property interests. The directors continue to develop and enhance their knowledge and experience, and a focus is being placed on staff training and welfare whilst also ensuring a better understanding to meet the needs of each individual customer. The principal activity of the group is expected to remain consistent for the foreseeable future.
Approved by the
.........................................
Director
Dwellcourt Limited
Directors' Report for the Year Ended 31 October 2023
The directors present their report and the for the year ended 31 October 2023.
Directors of the group
The directors who held office during the year were as follows:
Dividends
An interim dividend of £734,000 (2022: £655,000) was declared and paid during the year. No final dividend is recommended.
Directors' liabilities
The group maintains Directors' and Officers' liability insurance for Directors and Officers as permitted by section 233 of the Companies Act 2006.
Disclosure of Information in the Strategic Report
The group has chosen in accordance with Section 414C(11) Companies Act 2006 to set out in the group's strategic report information required by Schedule 7 of the large and medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of financial risk management, exposure and future developments.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Employment of disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Approved by the
.........................................
Director
Dwellcourt Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company 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 and apply them consistently; |
• |
make judgements 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; and |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Dwellcourt Limited
Independent Auditor's Report to the Members of
Dwellcourt Limited
Opinion
We have audited the financial statements of Dwellcourt Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2023, which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the company's affairs as at 31 October 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Dwellcourt Limited
Independent Auditor's Report to the Members of
Dwellcourt Limited
Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept 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. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 6], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Dwellcourt Limited
Independent Auditor's Report to the Members of
Dwellcourt Limited
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:
Based on our understanding of the Group and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws, health and safety legislation and data protection legislation. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the Group is complying with relevant legislation by making enquiries of management and those responsible for legal and compliance procedures. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
1 Suffolk Way
Kent
TN13 1YL
Dwellcourt Limited
Consolidated Income Statement for the Year Ended 31 October 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
84,068 |
31,343 |
||
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial year |
|
|
The group has no recognised gains or losses for the year other than the results above.
Dwellcourt Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 October 2023
2023 |
2022 |
|
Profit for the year |
|
|
Total comprehensive income for the year |
|
|
Total comprehensive income attributable to: |
||
Owners of the company |
|
|
Non-controlling interests |
|
|
|
|
Dwellcourt Limited
Consolidated Statement of Financial Position as at 31 October 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Tangible assets |
|
|
|
Investment property |
|
|
|
Other financial assets |
150,000 |
150,000 |
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Capital redemption reserve |
|
|
|
Capital reserve |
|
|
|
Profit and loss account |
|
|
|
Equity attributable to owners of the company |
|
|
|
Non-controlling interests |
|
|
|
Total equity |
|
|
Approved and authorised by the
......................................... |
......................................... |
Company registration number: 01841889
Dwellcourt Limited
Statement of Financial Position as at 31 October 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Tangible assets |
|
|
|
Investments |
|
|
|
Other financial assets |
150,000 |
150,000 |
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
233,757 |
233,757 |
|
Capital redemption reserve |
16,243 |
16,243 |
|
Retained earnings |
4,852,347 |
5,374,708 |
|
Shareholders' funds |
5,102,347 |
5,624,708 |
The company made a loss after tax for the financial year of £17,361 (2022 - £25,347).
Approved and authorised by the
......................................... |
......................................... |
Company registration number: 01841889
Dwellcourt Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 October 2023
Equity attributable to the parent company
Share capital |
Capital redemption reserve |
Other reserves |
Profit and loss account |
Total |
Non- controlling interests |
Total equity |
|
At 1 November 2022 |
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
|
Total comprehensive income |
- |
- |
- |
|
|
|
|
Dividends |
- |
- |
- |
( |
( |
( |
( |
At 31 October 2023 |
|
|
|
|
|
|
|
Share capital |
Capital redemption reserve |
Other reserves |
Profit and loss account |
Total |
Non- controlling interests |
Total equity |
|
At 1 November 2021 |
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
|
Total comprehensive income |
- |
- |
- |
|
|
|
|
Dividends |
- |
- |
- |
( |
( |
( |
( |
At 31 October 2022 |
|
|
|
|
|
|
|
Dwellcourt Limited
Statement of Changes in Equity for the Year Ended 31 October 2023
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 November 2022 |
|
|
|
|
Loss for the year |
- |
- |
( |
( |
Total comprehensive income |
- |
- |
( |
( |
Dividends |
- |
- |
( |
( |
At 31 October 2023 |
|
|
|
|
Share capital |
Capital redemption reserve |
Retained earnings |
Total |
|
At 1 November 2021 |
|
|
|
|
Profit for the year |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 31 October 2022 |
233,757 |
16,243 |
5,374,708 |
5,624,708 |
Dwellcourt Limited
Consolidated Statement of Cash Flows for the Year Ended 31 October 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Changes in fair value of investment property |
( |
- |
|
Profit on disposal of tangible assets |
( |
( |
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Income tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
Decrease/(increase) in stocks |
|
( |
|
Decrease/(increase) in trade debtors and other debtors |
|
( |
|
Decrease in trade creditors and other creditors |
( |
( |
|
Cash generated from operations |
|
|
|
Income taxes paid |
( |
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
|
|
Acquisition of investment properties |
( |
( |
|
Acquisition of investments in joint ventures and associates |
- |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from bank borrowing draw downs |
- |
( |
|
Repayment of other borrowing |
( |
( |
|
Payments to finance lease creditors |
( |
( |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
( |
( |
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
Cash and cash equivalents at 1 November |
|
|
|
Cash and cash equivalents at 31 October |
5,731,558 |
2,914,284 |
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
The principal activities of the group are the maintenance and conduct of sports complexes and the related business of licensed victuallers and restaurateurs, the operation of golf professional shops and warehousing, distribution and property development.
Accounting policies |
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Summary of disclosure exemptions
The company satisfies the criteria of being a qualifying entity as defined in FRS102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS102:
(a) No cash flow statement has been presented for the company.
(b) No disclosure has been given for the aggregate remuneration of key management personnel of the company.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 October each year.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The group made a profit for the year ended 31 October 2023, and had net assets of £32.57 million at that date including cash at bank of £5.7 million.
The group has traded profitably since the lockdown restrictions were lifted and the directors are confident that the Covid-19 pandemic will have no further effect.
On the basis of the above, and after making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly the financial statements have been prepared under the going concern basis.
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. Key assumptions and other estimation uncertainties provide a risk of causing a material adjustment to the carrying values of assets and liabilities. |
Judgements and estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: |
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. |
The carrying value of investment properties are subject annually to valuations by the directors, this is determined using a degree of assumption and judgement. The Group applies the overriding concept that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm's length transaction. Professional valuations are carried out occasionally when considered appropriate. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services net of value added tax, in the ordinary course of the Group's activities. Intra-group sales and transactions are eliminated on consolidation.
The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities. Membership turnover is recognised evenly over the subscription year. Shop, bar and catering turnover is recognised at the point of retail sale or the date of catering event. Rental income is recognised evenly over the period of lease or license.
Government grants
Grants are accounted for under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in other income in the same period as the related expenditure.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Plant, machinery & fixtures |
15%-33% per annum |
Motor vehicles |
25% per annum |
Freehold buildings |
2%-6.7% straight line |
Freehold buildings are depreciated over their economic useful life at cost less estimated residual value. The initial assessment of Freehold buildings on transition to FRS 102 deemed depreciation to be applicable on certain Freehold buildings. The estimated residual value on new Freehold buildings is such that no material annual depreciation charge arises.
Investment property
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit and loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Statement of Financial Position as a finance lease obligation.
Lease payments are apportioned between finance costs in the Income Statement and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Assets held under hire purchase contracts are capitalised at the lesser of fair value or present value of minimum lease payments in the statement of financial position. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. A corresponding liability is recognised at the same value in the statement of financial position. The asset is then depreciated over its useful life.
The minimum lease payments are apportioned between the finance charge recognised in the income statement and the reduction of the outstanding liability using the effective interest method. The finance charge in each period is allocated so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Turnover |
The analysis of the group's revenue for the year from continuing operations is as follows:
2023 |
2022 |
|
Sale of goods |
|
|
Rendering of services |
|
|
Rental income |
|
|
|
|
The analysis of the group's turnover for the year by geographical market is as follows:
2023 |
2022 |
|
UK |
|
|
Europe |
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2023 |
2022 |
|
Other operating income |
155,113 |
141,670 |
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Other gains and losses |
The analysis of the group's other gains and losses included within administrative expenses for the year is as follows:
2023 |
2022 |
|
Gain/loss on disposal of property, plant and equipment |
|
|
Operating profit |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Depreciation expense |
|
|
Operating lease expense - plant and machinery |
|
|
Other interest receivable and similar income |
2023 |
2022 |
|
Interest income on bank deposits |
|
|
Other finance income |
|
|
|
|
Interest payable and similar expenses |
2023 |
2022 |
|
Interest on bank overdrafts and borrowings |
- |
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Interest expense on other finance liabilities |
|
|
|
|
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
- |
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Administration and support |
|
|
Golf professional shops |
|
|
Sports complexes and associated activities |
|
|
Other departments |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
860,709 |
932,535 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Accruing benefits under defined benefit pension scheme |
|
|
In respect of the highest paid director:
2023 |
2022 |
|
Remuneration |
|
|
Company contributions to defined contribution pension plans |
|
|
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Auditor's remuneration |
2023 |
2022 |
|
Audit of these financial statements |
10,999 |
10,000 |
Audit of the financial statements of subsidiaries |
51,000 |
48,640 |
|
|
|
Other fees to auditors |
||
Taxation compliance services |
|
|
All other non-audit services |
|
|
|
|
Taxation |
Tax charged/(credited) in the consolidated income statement
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
- |
( |
709,375 |
718,629 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
( |
Tax expense in the income statement |
|
|
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Decrease in UK and foreign current tax from adjustment for prior periods |
- |
( |
Tax increase/(decrease) from other short-term timing differences |
|
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Tax increase/(decrease) from effect of unrelieved tax losses carried forward |
|
( |
Tax decrease from effect of adjustment in research and development tax credit |
( |
- |
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
2023 |
Asset |
Liability |
Accelerated capital allowances |
- |
|
Fair value adjustments |
- |
|
- |
|
2022 |
Asset |
Liability |
Accelerated capital allowances |
- |
|
Fair value adjustments |
- |
|
- |
|
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Intangible assets |
Group
Goodwill |
Total |
|
Cost or valuation |
||
At 1 November 2022 |
|
|
At 31 October 2023 |
|
|
Amortisation |
||
At 1 November 2022 |
|
|
At 31 October 2023 |
|
|
Carrying amount |
||
At 31 October 2023 |
- |
- |
Tangible assets |
Group
Freehold land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Plant and equipment |
Total |
|
Cost or valuation |
|||||
At 1 November 2022 |
|
|
|
|
|
Additions |
- |
|
- |
|
|
Disposals |
- |
( |
- |
( |
( |
Transfers to/from investment property |
( |
- |
- |
- |
( |
At 31 October 2023 |
|
|
|
|
|
Depreciation |
|||||
At 1 November 2022 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
( |
- |
( |
( |
Transfers |
( |
- |
- |
- |
( |
At 31 October 2023 |
|
|
|
|
|
Carrying amount |
|||||
At 31 October 2023 |
|
|
|
|
|
At 31 October 2022 |
|
|
|
|
|
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
An analysis of land and buildings which existed at the date of transition to FRS 102 and were reflected using the deemed cost exemption;
2022 |
2021 |
|||
£ |
£ |
|||
Historical cost equivalent |
3,195,876 |
3,248,608 |
||
Revaluation |
9,296,725 |
9,310,286 |
||
Carrying value |
12,492,601 |
12,558,894 |
The properties were last valued in 1998, the directors having taken advice from an independent valuer.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
2023 |
2022 |
|
Furniture, fittings and equipment |
23,213 |
43,965 |
Company
Motor vehicles |
Plant and equipment |
Total |
|
Cost or valuation |
|||
At 1 November 2022 |
|
|
|
At 31 October 2023 |
|
|
|
Depreciation |
|||
At 1 November 2022 |
|
|
|
Charge for the year |
|
|
|
At 31 October 2023 |
|
|
|
Carrying amount |
|||
At 31 October 2023 |
|
|
|
At 31 October 2022 |
|
|
|
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Investment properties |
Group
2023 |
|
Fair value |
|
1 November 2022 |
|
Additions |
|
Transfers from tangible fixed assets |
|
Fair value adjustments |
|
31 October 2023 |
|
The investment properties are reflected at fair value as estimated by the directors at an amount of £8,843,200.
Investments |
Company
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Subsidiary undertakings |
Holding |
Proportion of voting rights and shares held |
||
2023 |
2022 |
|||
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
|
|
Ordinary |
|
|
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
* Shares are held directly.
The registered office of each undertaking is; The Downs Farm, Reigate Road, Ewell, Surrey. KT17 3BY.
All subsidiary undertakings are included in the consolidation.
Other financial assets |
Group
Financial assets at fair value through profit and loss |
Total |
|
Non-current financial assets |
||
Cost or valuation |
||
At 1 November 2022 |
150,000 |
150,000 |
At 31 October 2023 |
150,000 |
150,000 |
Carrying amount |
||
At 31 October 2023 |
|
150,000 |
Company
Financial assets at fair value through profit and loss |
Total |
|
Non-current financial assets |
||
Cost or valuation |
||
At 1 November 2022 |
150,000 |
150,000 |
At 31 October 2023 |
150,000 |
150,000 |
Impairment |
||
Carrying amount |
||
At 31 October 2023 |
|
150,000 |
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Stocks |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Finished goods and goods for resale |
3,614,361 |
4,172,072 |
- |
- |
Other inventories |
89,133 |
85,541 |
- |
- |
|
|
- |
- |
Debtors |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Trade debtors |
|
|
|
|
Amounts owed by group undertakings |
- |
- |
|
|
Other debtors |
|
|
- |
|
Prepayments |
|
|
|
|
Accrued income |
|
|
- |
- |
Corporation tax asset |
|
- |
- |
- |
|
|
|
|
Cash and cash equivalents |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Cash on hand |
|
|
|
- |
Cash at bank |
|
|
|
|
|
|
|
|
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Creditors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
- |
- |
|
Trade creditors |
|
|
|
|
|
Amounts due to group undertakings |
- |
- |
|
|
|
Social security and other taxes |
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
|
|
|
Other creditors |
|
|
|
|
|
Accruals |
|
|
|
|
|
Corporation tax liability |
317,758 |
349,087 |
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
- |
|
- |
- |
|
Other creditors |
|
|
- |
- |
|
30,000 |
45,925 |
- |
- |
Deferred tax and other provisions |
Group
Deferred tax |
Total |
|
At 1 November 2022 |
|
|
Increase in provisions |
|
|
At 31 October 2023 |
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
233,757 |
|
233,757 |
There are no restrictions on the distribution of dividends or the repayment of capital.
Reserves |
Profit and loss account is the reserve that records retained earnings.
Loans and borrowings |
Non-current loans and borrowings
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Hire purchase contracts |
- |
|
- |
- |
Current loans and borrowings
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Hire purchase contracts |
|
|
- |
- |
Obligations arising under hire purchase contracts are secured on the assets concerned.
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Commitments. guarantees and contngencies |
Group
Operating leases
The total of future minimum lease payments not reflected in the statement of financial position is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
Contingencies
The company has guaranteed jointly with other subsidiary undertakings the bank borrowings and overdraft facilities of the group as shown in note 26. The guarantee is secured by a fixed and floating charge over the assets and undertakings of the Group. No liability is expected to arise in connection with this guarantee.
Dividends |
Interim dividends paid in the year amounted to £505,000 (2022: £665,000).
Related party transactions |
Summary of transactions with key management
The directors are considered to be key management personnel. Directors remuneration is shown in note 10 of the financial statements.
The company paid dividends of £79,000 (2022: £79,000) to the directors and certain subsidiary undertakings paid dividends of £229,000 (2022: £229,000) to the directors.
Summary of transactions with subsidiaries
Dwellcourt Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Analysis of changes in net debt |
Group
At 1 November 2022 |
Financing cash flows |
At 31 October 2023 |
|
Cash and cash equivalents |
|||
Cash |
2,914,284 |
2,817,275 |
5,731,559 |
Borrowings |
|||
Lease liabilities |
(21,946) |
16,021 |
(5,925) |
|
|||
|
|
|
Parent and ultimate parent undertaking |
The ultimate controlling party is