Company registration number SC667509 (Scotland)
MOTHERCLUB LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 AUGUST 2023
MOTHERCLUB LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13 - 14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Company statement of cash flows
18
Notes to the financial statements
19 - 40
MOTHERCLUB LIMITED
COMPANY INFORMATION
Directors
Mr. C. Mackinnon
Mr. M. Burt
Mrs. P. Hughes
Mr. V. West
(Appointed 1 September 2023)
Mr. C. Chenoweth
(Appointed 1 September 2023)
Secretary
Ms. P. Dyson
Company number
SC667509
Registered office
14A Hamilton Place
Aberdeen
Aberdeenshire
Scotland
AB15 4BH
Auditor
Kings CAP Ltd
4 Grovelands
Boundary Way
Hemel Hempstead
Hertfordshire
HP2 7TE
MOTHERCLUB LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2023
- 1 -

The directors present the strategic report for the year ended 31 August 2023.

Review of the business

The Company operates two business arms: the owned and managed Sixes Social Cricket sites, and the Franchise arm, which began trading in the financial year ending 31st August 2023.

This has been a quieter year for the group compared to the previous year, but notable developments during the year include:

All sites opened in previous financial years are generating positive EBITDA for the current financial year. Notably, the three venues—Sixes Fulham, Fitzrovia, and Manchester—that traded for a full year in the prior financial year have seen revenue grow by 16% and EBITDA increase by 94%.

Trading Performance

The loss before tax was £2,014,181 (financial year 2022: loss of £1,544,190). EBITDA was a loss of £1,106,103 (financial year 2022: loss of £962,950).

Principal risks and uncertainties

The group is transitioning into a cashflow-positive position, with a projected budget of £2 million for the forthcoming financial year, after accounting for head office costs. This indicates that, following the current investment round, the company will be able to pursue growth without needing additional investment. However, further investment may be necessary to maintain the rapid pace at which the company is expanding.

The social entertainment space is continuing to grow as consumers increasingly shift from purchasing physical products to seeking out experiences, leading to heightened competition in the market. To remain competitive and attract more customers, the brand has been evolving from its traditional cricket roots into a more vibrant and engaging cricket experience. However, the customer booking journey has faced some initial challenges and remains an area of ongoing development to enhance the overall customer experience.

The company continually reviews its operating costs to ensure that the pricing of its experiences remains competitive with other hospitality and social entertainment businesses. This ongoing assessment helps the company maintain a strong market position while delivering value to its customers.

The company utilizes a foreign exchange platform to mitigate a portion of its foreign currency risk, helping to manage the financial impact of currency fluctuations on its international operations.

MOTHERCLUB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 2 -
Going Concern

The Group continually reviews its ability to meet its liabilities by producing monthly management accounts. These accounts include forward-looking assessments of the cash position for the current financial year and beyond, ensuring ongoing financial stability and proactive management of obligations.

The group successfully completed an investment round earlier in the 2024 financial year, raising a total of £2.4 million. A further investment round was launched in July 2024, seeking to raise an additional £2.5 million. This new investment will be directed towards the development of the current estate and future openings. Additionally, approximately 95% of the shareholder loan has been written off during this year.

In summary, below highlights the issues addressed by the company's operational and financial management regarding the production and installation of batting nets. Here's a summary and analysis:

  1. Production and Lead Time: The company’s tech partner requires up to 12 weeks to produce batting nets, which means they must plan our inventory well in advance. The necessity to order in large batches indicates a significant upfront investment in inventory.

  2. Site and Franchise Expansion: There is an ongoing assessment of potential new locations, developments within existing sites, and franchise opportunities. This continuous expansion effort is likely contributing to both the growth of the business and the complexity of managing resources effectively.

  3. Cashflow Management: The extended lead time and large batch ordering contribute to cashflow constraints, which the company manages through weekly cashflow reviews. This indicates a proactive approach to financial management, ensuring that the company can meet its obligations and continue operations smoothly.

  4. Investment and Cash Reserves: The company has recently secured the first tranche of an investment round, which has bolstered its cash reserves. This is particularly important given that the last site opening incurred unexpected capital expenditures (CAPEX), which likely strained the company's finances.

  5. Unforeseen CAPEX: The mention of unforeseen CAPEX requirements at the last site opening highlights the challenges the company faces in predicting and managing costs. However, the additional investment has provided a cushion to absorb these kinds of financial shocks.

In summary, while the company is expanding and managing its operations effectively, it faces challenges related to cashflow management due to the long production lead times and large upfront costs. The recent investment has helped alleviate some of these pressures, particularly after unexpected expenses at a new site.

MOTHERCLUB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 3 -
Key performance indicators

The management team remains focused on the key performance indicators (KPIs) of the business, which include:

 

Metric
2023
2022
Comments
Like for Like Turnover
16%
N/a
There is no comparison available for the financial year 2022, as no sites were operational during the financial year ending 31 August 2021.
Gross Profit Margin
84%
79%
The gross profit margin improved by 5% during the financial year, driven by enhanced internal controls and the successful acquisition of the Draft wet sales contract with Molson Coors.
Venue Wages to Turnover
28%
31%
Combined wages at the venue leval have improved by 3% during the financial year. This improvement was achieved by optimising opening times and adjusting staff levels in line with forward bookings.
EBITDA to Turnover
8%
4%
Two sites that opened in June 2023 significantly impacted the EBITDA conversion rate due to minimal trade and high pre-opening costs. Excluding these two sites from the calculation, the EBITDA conversion rate would have been 18.3% at the venue level.
MOTHERCLUB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 4 -
Future Developments

In the financial year 2024, there has been a significant number of openings, including:

Management has reviewed the current estate and determined that there is capacity to install six additional batting nets, representing a 13% increase in the current number of nets. This expansion is expected to boost revenue while incurring only a marginal increase in fixed overheads.

The group has not expanded its franchise business in the UK during the current financial year. However, three new venues are scheduled to open in the early part of the 2025 financial year, marking a planned expansion for that period.

The group has expanded its international franchise business by opening a new four-net venue in Trinidad & Tobago. This venue was launched in June, coinciding with the ICC Men’s T20 tournament.

On behalf of the board

Mr. C. Mackinnon
Director
30 August 2024
MOTHERCLUB LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2023
- 5 -

The directors present their annual report and financial statements for the year ended 31 August 2023.

Principal activities

The principal activity of the company and group is the provision of cricket simulator locations.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr. C. Mackinnon
Mr. M. Burt
Mrs. P. Hughes
Mr. V. West
(Appointed 1 September 2023)
Mr. C. Chenoweth
(Appointed 1 September 2023)
Auditor

The auditor, Kings CAP Ltd, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

MOTHERCLUB LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 6 -
Statement of directors' responsibilities

The directors are responsible 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr. C. Mackinnon
Director
30 August 2024
MOTHERCLUB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MOTHERCLUB LIMITED
- 7 -
Opinion

We have audited the financial statements of Motherclub Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We draw attention to note 1.3 in the financial statements which indicates the company's ability to continue as a going concern despite operational losses. As stated in note 1.3, these events or conditions, along with other matters as set forth in note 1.3, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included obtaining and reviewing the Group's forecasts and holding discussions with management over the key assumptions therein, and discussions with management surrounding the parent company's future plans for the Group including working capital support.

Our responsibilities and the responsibilities of the directors' with respect to going concern are described in the relevant sections of this report.

 

MOTHERCLUB LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MOTHERCLUB LIMITED
- 8 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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 their environment obtained in the course of the audit, we have not identified material misstatements in the 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

MOTHERCLUB LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MOTHERCLUB LIMITED
- 9 -
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was to ensure the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity by way of discussions with the directors and from our commercial knowledge and experience in the entertainment sector. We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, ISO Standards, employment and health and safety legislation.

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls we performed analytical procedures to identify any unusual or unexpected relationships; tested journal entries to identify unusual transactions assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators, and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

MOTHERCLUB LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MOTHERCLUB LIMITED
- 10 -

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Other matters which we are required to address

The prior period financial statements were unaudited.

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.

Sara Brown (Senior Statutory Auditor)
For and on behalf of Kings CAP Ltd
Statutory Auditor
4 Grovelands
Boundary Way
Hemel Hempstead
Hertfordshire
HP2 7TE
30 August 2024
MOTHERCLUB LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2023
- 11 -
2023
2022
Notes
£
£
Turnover
3
7,499,770
4,562,316
Cost of sales
(3,428,750)
(2,350,135)
Gross profit
4,071,020
2,212,181
Administrative expenses
(5,829,177)
(4,412,043)
Other operating income
41,950
797,469
Operating loss
5
(1,716,207)
(1,402,393)
Interest payable and similar expenses
9
(297,974)
(137,049)
Amounts written off investments
10
-
(4,748)
Loss before taxation
(2,014,181)
(1,544,190)
Tax on loss
11
-
0
-
0
Loss for the financial year
(2,014,181)
(1,544,190)
Other comprehensive income
Currency translation gain taken to retained earnings
733
-
0
Total comprehensive income for the year
(2,013,448)
(1,544,190)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 19 to 40 form part of these financial statements.

MOTHERCLUB LIMITED
GROUP BALANCE SHEET
AS AT
31 AUGUST 2023
31 August 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
13
121,020
527,158
Tangible assets
14
7,824,285
5,424,485
Investments
15
9,640
9,640
7,954,945
5,961,283
Current assets
Stocks
18
132,520
92,617
Debtors
19
1,004,928
670,580
Cash at bank and in hand
424,697
161,788
1,562,145
924,985
Creditors: amounts falling due within one year
20
(5,836,049)
(5,702,857)
Net current liabilities
(4,273,904)
(4,777,872)
Total assets less current liabilities
3,681,041
1,183,411
Creditors: amounts falling due after more than one year
21
(2,011,937)
(834,543)
Net assets
1,669,104
348,868
Capital and reserves
Called up share capital
26
2,535
1,819
Share premium account
6,247,484
2,914,516
Profit and loss reserves
(4,580,915)
(2,567,467)
Total equity
1,669,104
348,868
The financial statements were approved by the board of directors and authorised for issue on 30 August 2024 and are signed on its behalf by:
30 August 2024
Mr. C. Mackinnon
Director
Company registration number SC667509 (Scotland)
MOTHERCLUB LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2023
31 August 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
13
11,786
415,588
Tangible assets
14
352,185
-
0
Investments
15
102
2
364,073
415,590
Current assets
Debtors
19
7,708,257
4,006,112
Cash at bank and in hand
51,953
57,617
7,760,210
4,063,729
Creditors: amounts falling due within one year
20
(1,708,143)
(2,025,697)
Net current assets
6,052,067
2,038,032
Total assets less current liabilities
6,416,140
2,453,622
Creditors: amounts falling due after more than one year
21
(911,658)
-
Net assets
5,504,482
2,453,622
Capital and reserves
Called up share capital
26
2,535
1,819
Share premium account
6,247,484
2,914,516
Profit and loss reserves
(745,537)
(462,713)
Total equity
5,504,482
2,453,622
MOTHERCLUB LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2023
31 August 2023
- 14 -

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £282,824 (2022 - £5,729 profit).

The financial statements were approved by the board of directors and authorised for issue on 30 August 2024 and are signed on its behalf by:
30 August 2024
Mr. C. Mackinnon
Director
Company registration number SC667509 (Scotland)
MOTHERCLUB LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 September 2021
1,437
1,407,946
(1,023,277)
386,106
Year ended 31 August 2022:
Loss and total comprehensive income
-
-
(1,544,190)
(1,544,190)
Issue of share capital
382
1,506,570
-
1,506,952
Balance at 31 August 2022
1,819
2,914,516
(2,567,467)
348,868
Year ended 31 August 2023:
Loss for the year
-
-
(2,014,181)
(2,014,181)
Other comprehensive income:
Currency translation differences
-
-
733
733
Total comprehensive income
-
-
(2,013,448)
(2,013,448)
Issue of share capital
26
716
3,332,968
-
3,333,684
Balance at 31 August 2023
2,535
6,247,484
(4,580,915)
1,669,104

The notes on pages 19 to 40 form part of these financial statements.

MOTHERCLUB LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 September 2021
1,437
1,407,946
(468,442)
940,941
Year ended 31 August 2022:
Profit and total comprehensive income for the year
-
-
5,729
5,729
Issue of share capital
382
1,506,570
-
1,506,952
Balance at 31 August 2022
1,819
2,914,516
(462,713)
2,453,622
Year ended 31 August 2023:
Profit and total comprehensive income
-
-
(282,824)
(282,824)
Issue of share capital
26
716
3,332,968
-
3,333,684
Balance at 31 August 2023
2,535
6,247,484
(745,537)
5,504,482

The notes on pages 19 to 40 form part of these financial statements.

MOTHERCLUB LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
31
(938,464)
2,109,067
Interest paid
(297,974)
(137,049)
Income taxes refunded
7,299
-
0
Net cash (outflow)/inflow from operating activities
(1,229,139)
1,972,018
Investing activities
Purchase of intangible assets
(62,882)
(26,745)
Purchase of tangible fixed assets
(4,262,246)
(3,770,917)
Proceeds from disposal of tangible fixed assets
1,272,082
13,825
Purchase of investments
-
(9,640)
Advances of loans
(21,627)
-
Income received from investments
-
0
(4,748)
Net cash used in investing activities
(3,074,673)
(3,798,225)
Financing activities
Proceeds from issue of shares
3,333,684
1,506,952
Repayment of borrowings
379,833
-
Proceeds from new bank loans
552,500
-
Repayment of bank loans
(208,084)
-
Payment of finance leases obligations
508,055
273,693
Net cash generated from financing activities
4,565,988
1,780,645
Net increase/(decrease) in cash and cash equivalents
262,176
(45,562)
Cash and cash equivalents at beginning of year
161,787
207,349
Effect of foreign exchange rates
733
-
0
Cash and cash equivalents at end of year
424,696
161,787
Relating to:
Cash at bank and in hand
424,697
161,788
Bank overdrafts included in creditors payable within one year
(1)
(1)

The notes on pages 19 to 40 form part of these financial statements.

MOTHERCLUB LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2023
- 18 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
32
(4,477,660)
(1,391,750)
Interest paid
(105,855)
(53,624)
Income taxes refunded
7,299
-
0
Net cash outflow from operating activities
(4,576,216)
(1,445,374)
Investing activities
Purchase of intangible assets
(12,006)
-
0
Purchase of tangible fixed assets
(380,466)
-
0
Purchase of subsidiaries
(100)
-
0
Advances of loans
(21,627)
-
0
Interest received
486,486
-
0
Other income received from investments
-
0
(4,748)
Net cash generated from/(used in) investing activities
72,287
(4,748)
Financing activities
Proceeds from issue of shares
3,333,684
1,506,952
Repayment of borrowings
379,833
-
Payment of finance leases obligations
784,748
-
Net cash generated from financing activities
4,498,265
1,506,952
Net (decrease)/increase in cash and cash equivalents
(5,664)
56,830
Cash and cash equivalents at beginning of year
57,617
787
Cash and cash equivalents at end of year
51,953
57,617

The notes on pages 19 to 40 form part of these financial statements.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
- 19 -
1
Accounting policies
Company information

Motherclub Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 14A Hamilton Place, Aberdeen, Aberdeenshire, Scotland, AB15 4BH.

 

The group consists of Motherclub Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and not presented its own Statement of Comprehensive Income in these financial statements.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Motherclub Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 August 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 20 -
1.3
Going concern

The Group continually reviews its ability to meet its liabilities by producing monthly management accounts. These accounts include forward-looking assessments of the cash position for the current financial year and beyond, ensuring ongoing financial stability and proactive management of obligations.

The group successfully completed an investment round earlier in the 2024 financial year, raising a total of £2.4 million. A further investment round was launched in July 2024, seeking to raise an additional £2.5 million. This new investment will be directed towards the development of the current estate and future openings. Additionally, approximately 95% of the shareholder loan has been written off during this year.

In summary, while the company is expanding and managing its operations effectively, it faces challenges related to cashflow management due to the long production lead times and large upfront costs. The recent investment has helped alleviate some of these pressures, particularly after unexpected expenses at a new site.

Based on the above, The Directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

1.4
Turnover

Turnover represents cricket games, bar and food sales. Turnover is recognised to the extent that it is probable that economic benefits will flow to the Company and can be reliably measured.

 

Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. It is recognised at the time the cricket game is provided and at the time the sale is made for bar and food sales.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
33-43% Reducing balance
Patents & licences
10% Straight line
Trademarks
10% Straight line and Reducing balance
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 21 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the life of the lease
Plant and equipment
20% Straight line and Reducing balance
Fixtures and fittings
10-33% Reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 22 -
1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 23 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 24 -
1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of exercise. The fair value determined at the exercise date is expensed when the shares eventually vest. A corresponding adjustment is made to equity.

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.18
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

On consolidation, the results of the overseas operations are translated into Sterling at rates appropriate 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.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 25 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 assumptions are reviewed on an 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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic lives of fixed assets

Judgement is exercised by management in estimating the useful economic lives and depreciation and amortisation in respect of tangible and intangible fixed assets. When management identifies that actual useful economic lives differ materially from the estimates used to calculate depreciation, those useful economic lives are adjusted. Due to the significant investment in the group's fixed assets, variances between actual and estimated useful economic lives could impact operating results both positively and negatively.

Impairment of intercompany debt

At the balance sheet date the company is owed balances from subsidiary undertakings totaling £7.4M, these balances are the result of the group's expansion. The directors are required to assess whether there are any indicators of impairment and where such indicators are identified, the directors are required to estimate the recoverable amount of the debt and compare this to the carrying amount at the reporting date.

The directors have reviewed and estimated that the future cash flows will be in excess of the intercompany debt owed to the company at the balance sheet date. The directors have used judgement and assumptions in their valuation model which rely on the individual site performance, including sales growth and profitability. While the directors consider their assumptions to be appropriate and reasonable any changes would impact the estimated recoverable amount and could result in an impairment being recognised in the Statement of Comprehensive Income and a reduction in the carrying value of amounts owed from the group undertakings in the Balance sheet.

 

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Cricket Socialising
2,964,565
1,429,521
Food & Beverage
4,377,926
3,036,574
Franchise fee & commission
129,970
-
Other
27,309
96,221
7,499,770
4,562,316
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
3
Turnover and other revenue
(Continued)
- 26 -
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
7,269,210
4,562,316
Rest of the World
230,560
-
7,499,770
4,562,316
2023
2022
£
£
Other revenue
Grants received
-
22,000
4
Exceptional item
2023
2022
£
£
Income
Intercompany loan written off
34,950
-
5
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses
7,950
727
Government grants
-
(22,000)
Depreciation of owned tangible fixed assets
580,738
330,729
Loss/(profit) on disposal of tangible fixed assets
9,626
(5,750)
Amortisation of intangible assets
53,432
113,462
Impairment of intangible assets
415,588
-
0
Operating lease charges
676,190
369,153
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
15,000
-
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 27 -
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Monthly paid employees
31
13
8
7
Fortnightly paid employees
92
71
-
-
Directors
3
3
3
3
Total
126
87
11
10

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
2,778,088
1,937,067
655,193
546,776
Social security costs
244,586
167,320
81,102
60,770
Pension costs
38,887
31,332
8,773
9,766
3,061,561
2,135,719
745,068
617,312
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
158,917
112,692
Company pension contributions to defined contribution schemes
1,321
1,347
160,238
114,039

During the year retirement benefits were accruing to 1 director (2020 - 1) in respect of defined contribution pension schemes.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 28 -
9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
187,158
54,285
Other finance costs:
Interest on finance leases and hire purchase contracts
100,395
78,467
Other interest
10,421
4,297
Total finance costs
297,974
137,049
10
Amounts written off investments
2023
2022
£
£
Amounts written back to/(written off) current loans
-
(4,748)
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 29 -
11
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(2,014,181)
(1,544,190)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(382,694)
(293,396)
Tax effect of expenses that are not deductible in determining taxable profit
90,911
41,438
Tax effect of income not taxable in determining taxable profit
(99,223)
-
0
Unutilised tax losses carried forward
500,721
671,639
Group relief
(11,662)
-
0
Permanent capital allowances in excess of depreciation
(245,459)
(414,249)
Amortisation on assets not qualifying for tax allowances
-
0
9,870
Adjustments in respect of financial assets
78,962
-
0
Tax at marginal rate
2,085
-
0
Losses utilised
66,359
(15,302)
Taxation charge
-
-

The Finance Act 2021 was substantially enacted in May 2021 and has increased the corporation tax rate from 19% to 25% with effect from 1 April 2023. The deferred taxation balances have been measured using the rates expected to apply in the reporting periods when the timing differences reverse.

12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Intangible assets
13
415,588
-
Recognised in:
Administrative expenses
415,588
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 30 -
13
Intangible fixed assets
Group
Software
Patents & licences
Trademarks
Total
£
£
£
£
Cost
At 1 September 2022
192,135
519,486
3,567
715,188
Additions
43,568
1,620
17,694
62,882
At 31 August 2023
235,703
521,106
21,261
778,070
Amortisation and impairment
At 1 September 2022
83,682
103,898
450
188,030
Amortisation charged for the year
52,596
67
769
53,432
Impairment losses
-
0
415,588
-
0
415,588
At 31 August 2023
136,278
519,553
1,219
657,050
Carrying amount
At 31 August 2023
99,425
1,553
20,042
121,020
At 31 August 2022
108,453
415,588
3,117
527,158
Company
Patents & licences
Trademarks
Total
£
£
£
Cost
At 1 September 2022
519,486
-
0
519,486
Additions
-
0
12,006
12,006
At 31 August 2023
519,486
12,006
531,492
Amortisation and impairment
At 1 September 2022
103,898
-
0
103,898
Amortisation charged for the year
-
0
220
220
Impairment losses
415,588
-
0
415,588
At 31 August 2023
519,486
220
519,706
Carrying amount
At 31 August 2023
-
0
11,786
11,786
At 31 August 2022
415,588
-
0
415,588

More information on impairment movements in the year is given in note 12.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 31 -
14
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 September 2022
2,680,188
2,623,585
514,112
5,817,885
Additions
1,153,652
2,892,335
216,259
4,262,246
Disposals
-
0
(1,287,679)
-
0
(1,287,679)
At 31 August 2023
3,833,840
4,228,241
730,371
8,792,452
Depreciation and impairment
At 1 September 2022
88,772
233,691
70,937
393,400
Depreciation charged in the year
159,051
324,480
97,207
580,738
Eliminated in respect of disposals
-
0
(5,971)
-
0
(5,971)
At 31 August 2023
247,823
552,200
168,144
968,167
Carrying amount
At 31 August 2023
3,586,017
3,676,041
562,227
7,824,285
At 31 August 2022
2,591,416
2,389,894
443,175
5,424,485
Company
Plant and equipment
£
Cost
At 1 September 2022
-
0
Additions
380,466
Disposals
(10,417)
At 31 August 2023
370,049
Depreciation and impairment
At 1 September 2022
-
0
Depreciation charged in the year
17,864
At 31 August 2023
17,864
Carrying amount
At 31 August 2023
352,185
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
14
Tangible fixed assets
(Continued)
- 32 -

Included within the net book value is £1,178,431 (2022 - £1,013,554) relating to assets held under hire purchase and finance lease contracts. The depreciation charged to the financial statements in the year in respect of such assets amounted to £205,173 (2022 - £143,856).

15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
102
2
Unlisted investments
9,640
9,640
-
0
-
0
9,640
9,640
102
2
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 September 2022 and 31 August 2023
9,640
Carrying amount
At 31 August 2023
9,640
At 31 August 2022
9,640
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 September 2022
2
Additions
100
At 31 August 2023
102
Carrying amount
At 31 August 2023
102
At 31 August 2022
2
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 33 -
16
Subsidiaries

Details of the company's subsidiaries at 31 August 2023 are as follows:

Name of undertaking
Country
Class of
% Held
shares held
Direct
Sixes Cricket Limited
United Kingdom
Ordinary
100
S B Hunting Limited
United Kingdom
Ordinary
100
Sixes Cricket Franchise Ltd
United Kingdom
Ordinary
100
Sixes Cricket LLC
U.S.A
Member
100

The Registered office of the subsidiary undertakings incorporated in the United Kingdom is 13 Queens Road, Aberdeen, Scotland, AB15 4YL.

The Registered office of the subsidiary undertakings incorporated in the USA is 5750 Grandscape Blvd Ste 115, The Colony, TX 75056.

17
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
388,537
414,277
7,446,440
4,004,885
Equity instruments measured at cost less impairment
9,640
9,640
-
-
Carrying amount of financial liabilities
Measured at amortised cost
7,415,850
6,258,901
2,518,636
1,921,052
18
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
132,520
92,617
-
0
-
0
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 34 -
19
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
77,820
24,490
-
0
-
0
Amounts owed by group undertakings
-
-
7,417,513
4,004,506
Other debtors
376,584
428,452
94,770
1,606
Prepayments and accrued income
428,319
217,638
73,769
-
0
882,723
670,580
7,586,052
4,006,112
Amounts falling due after more than one year:
Prepayments and accrued income
122,205
-
0
122,205
-
0
Total debtors
1,004,928
670,580
7,708,257
4,006,112
20
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
22
171,893
1
-
0
-
0
Obligations under hire purchase and finance leases
23
443,615
276,692
166,923
-
0
Other borrowings
22
86,000
-
0
86,000
-
0
Trade creditors
1,616,355
1,319,832
76,353
3,216
Amounts owed to group undertakings
-
0
-
0
17,389
1
Corporation tax payable
7,299
-
0
7,299
-
0
Other taxation and social security
424,837
278,499
93,866
104,645
Other creditors
2,309,289
3,287,415
1,213,734
1,894,541
Accruals and deferred income
776,761
540,418
46,579
23,294
5,836,049
5,702,857
1,708,143
2,025,697

The aggregate amount of creditors for which security has been given by the group amounted to £701,508 (2022 - £276,693).

 

The director has given a personal guarantee in respect of one of the company loans totaling £87,308.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 35 -
21
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
22
172,524
-
0
-
0
-
0
Obligations under hire purchase and finance leases
23
1,175,675
834,543
617,825
-
0
Other borrowings
22
293,833
-
0
293,833
-
0
Other creditors
369,905
-
0
-
0
-
0
2,011,937
834,543
911,658
-

The aggregate amount of creditors for which security has been given by the group amounted to £1,642,032 (2022 - £834,543).

22
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
344,416
-
0
-
0
-
0
Bank overdrafts
1
1
-
0
-
0
Other loans
379,833
-
0
379,833
-
0
724,250
1
379,833
-
Payable within one year
257,893
1
86,000
-
0
Payable after one year
466,357
-
0
293,833
-
0

The aggregate amount of borrowings for which security has been given by the group amounted to £724,250 (2022 - £1).

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 36 -
23
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
443,615
276,692
166,923
-
0
In two to five years
1,175,675
834,543
617,825
-
0
1,619,290
1,111,235
784,748
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

24
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
38,887
31,332

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

25
Share-based payment transactions
Group
Number of share options
2023
2022
Number
Number
Outstanding at 1 September 2022
-
-
Granted
511
-
Outstanding at 31 August 2023
511
-
Exercisable at 31 August 2023
-
-

The options outstanding at 31 August 2023 had an exercise price of £285.60 per share.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
25
Share-based payment transactions
(Continued)
- 37 -
Company
Number of share options
2023
2022
Number
Number
Outstanding at 1 September 2022
-
-
Granted
511
-
Outstanding at 31 August 2023
511
-
Exercisable at 31 August 2023
-
-

The options outstanding at 31 August 2023 had an exercise price of £285.60 per share.

26
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
25,345
18,189
2,535
1,819

On 24 November 2022, 4,143 Ordinary £0.10 shares were issued and allotted at £408 per share.

 

On 16 December 2022, 245 Ordinary £0.10 shares were issued and allotted at £408 per share

 

On 1 March 2023, 360 Ordinary £0.10 shares were issued and allotted at £408 per share.

 

On 11 April 2023, 649 Ordinary £0.10 shares were issued and allotted at £408 per share.

 

On 16 July 2023, 116 Ordinary £0.10 shares were issued and allotted at £408 per share.

 

On 16 July 2023, 1,166 Ordinary £0.10 shares were issued and allotted at £660 per share.

 

On 14 August 2023, 477 Ordinary £0.10 shares were issued and allotted at £660 per share.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 38 -
27
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
881,053
834,387
-
-
Between two and five years
3,637,547
3,605,880
-
-
In over five years
10,172,897
11,086,413
-
-
14,691,497
15,526,680
-
-
28
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
291,666
225,385
Other information

The company secretary maintains a loan account with the company. At the balance sheet date, the company secretary was owed £23,000 (2022 - £84,000).

29
Directors' transactions

The directors maintain a loan account with the company. At the start of the year the company owed the directors £8,673. During the year drawings were made by the directors totaling £30,300. At the year end the directors owed the company £21,627.

30
Controlling party

In the opinion of the directors there is no ultimate controlling party.

MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 39 -
31
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Loss for the year after tax
(2,014,181)
(1,544,190)
Adjustments for:
Finance costs
297,974
137,049
Loss/(gain) on disposal of tangible fixed assets
9,626
(5,750)
Amortisation and impairment of intangible assets
469,020
113,462
Depreciation and impairment of tangible fixed assets
580,738
330,729
Other gains and losses
-
4,748
Movements in working capital:
Increase in stocks
(39,903)
(26,017)
Increase in debtors
(312,721)
(279,381)
Increase in creditors
70,983
3,378,417
Cash (absorbed by)/generated from operations
(938,464)
2,109,067
32
Cash absorbed by operations - company
2023
2022
£
£
(Loss)/profit for the year after tax
(282,824)
5,729
Adjustments for:
Finance costs
105,855
53,624
Investment income
(486,486)
-
0
Loss on disposal of tangible fixed assets
10,417
-
Amortisation and impairment of intangible assets
415,808
51,949
Depreciation and impairment of tangible fixed assets
17,864
-
Other gains and losses
-
4,748
Movements in working capital:
Increase in debtors
(3,680,518)
(2,843,584)
(Decrease)/increase in creditors
(577,776)
1,335,784
Cash absorbed by operations
(4,477,660)
(1,391,750)
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 40 -
33
Analysis of changes in net debt - group
1 September 2022
Cash flows
Exchange rate movements
31 August 2023
£
£
£
£
Cash at bank and in hand
161,788
262,176
733
424,697
Bank overdrafts
(1)
-
-
(1)
161,787
262,176
733
424,696
Borrowings excluding overdrafts
-
(724,249)
-
(724,249)
Obligations under finance leases
(1,111,235)
(508,055)
-
(1,619,290)
(949,448)
(970,128)
733
(1,918,843)
34
Analysis of changes in net funds/(debt) - company
1 September 2022
Cash flows
31 August 2023
£
£
£
Cash at bank and in hand
57,617
(5,664)
51,953
Borrowings excluding overdrafts
-
(379,833)
(379,833)
Obligations under finance leases
-
(784,748)
(784,748)
57,617
(1,170,245)
(1,112,628)
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