Registered number:
FOR THE PERIOD ENDED 24 DECEMBER 2023
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
COMPANY INFORMATION
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
CONTENTS
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 24 DECEMBER 2023
The directors present their report and financial statements for the period ended 24 December 2023.
Birdie 3 Limited is an intermediary holding subsidiary of Competitive Socialising Group Limited. Competitive Socialising is the London and New York-based parent company of Swingers, the high-end crazy golf entertainment experience. The principal activity of the group remains that of experiential leisure in the hospitality market. The group remains focused on developing in new geographies and offering innovative competitive experiences combined with best-in-class food, cocktails and service.
In December 2022, Swingers completed the lease for its flagship Las Vegas venue, opening Autumn 2024 at Mandalay Bay Resort and Casino. In May 2023, Swingers agreed to open a new location on Bluewaters Island, Dubai, UAE, which will be Swingers’ first franchise, in partnership with Daud Investments. It is scheduled to open in Autumn 2024. In May 2023, Competitive Socialising completed its Series-C $52m growth capital raise to fund its continued expansion. This investment was part funded by Jampurchaseco Limited, who followed on their Series-B investment of 2018. They were joined in the round by a number of third party institutional investors. The board continues to manage the group’s cost base despite significant macroeconomic cost pressures but is well placed for growth over the coming years.
Page 1
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 24 DECEMBER 2023
Financial instruments
The Group's principal financial instruments comprise bank balances, rent deposits, bank loans, letters of credit, trade creditors and other creditors. The main purpose of these instruments is to raise funds for the Group's operations and to finance the Group's operations. Due to the nature of the financial instruments used by the Group there is no exposure to price risk. The Group's approach to managing other risks applicable to the financial instruments concerned is shown below. Liquidity risk In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and the flexibility through the use of bank loans. The Group does not make use of money market facilities. Trade creditor liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. Competition The market in which the Group operates is becoming increasingly competitive through the introduction of new entrants as well as the expansion of established players. Trading demonstrates that the Group maintains a strong position, due to factors including the location of the sites, the brand recognition and the quality of the experience provided. These factors are expected to ensure continued growth and profitability. Employee Involvement The Group is committed to providing equality of opportunity to all employees without discrimination and applied fair and equitable employment policies which ensure entry and progression within the Group. Appointments are determined solely by application of job criteria and competency. Environmental Policy The Group will seek to minimise adverse impacts on the environment from its activities where possible, whilst continuing to address health, safety and economic issues. The group has complied with all applicable legislation and regulations.
Page 2
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 24 DECEMBER 2023
The Directors of the Company strive to act in ways most likely to promote the success of the business for the benefit of its stakeholders having regard to the matters set out in S172 (1) a-f of the Companies Act 2006 when making strategic decisions.
The following Section 172 (1) statement is made on behalf of the Company in Compliance with the Act. Foster business relationships with suppliers, customers and other stakeholders Suppliers The Company works hard to ensure that its suppliers are treated fairly and are valued and that relationships with them can be managed actively. Customers The Company is customer focused which is why customer service is essential. The Company is always looking for new ways to strengthen customer services and is continuously engaging with customers to build even deeper relationships. Community and Environment Building trust with customers and the communities around them is important. The Company aims to facilitate positive change for the people and communities in which it interacts. Business conduct The company seeks to operate with high ethical standards and integrity by conducting business activities in compliance with applicable legal and regulatory requirements. The company also implements internal policies governing behaviour and conduct as well as policies that protect customers and promote better services. The Company undertakes an ongoing review of how evolving legislation, guidelines and best practises should be best reflected on topics including conduct, risk, compliance and the sustainable development of the industry. Acting fairly between shareholders The Company is committed to acting fairly with its shareholders and being transparent in its activities and directions. Likely consequences of any decision in the long term Each year, a review of the Company’s strategy is carried out for the following year and beyond as part of the budgeting process. This helps to plan ahead and also forms the basis for financial budgets and planning and other strategic plans. The Company considers the long term implications of any decisions made with its stakeholders in mind and its long term reputation.
This report was approved by the board on 15 June 2024 and signed on its behalf.
Page 3
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 24 DECEMBER 2023
The directors present their report and the financial statements for the period ended 24 December 2023.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors who served during the period were:
There have been no significant events affecting the Company since the year end.
Page 4
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 24 DECEMBER 2023
The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
Page 5
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIRDIE 3 LIMITED
We have audited the financial statements of Birdie 3 Limited (the 'Company') for the period ended 24 December 2023, which comprise the Balance Sheet and the related notes, 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 6
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIRDIE 3 LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the 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 or the Directors' Report.
Page 7
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIRDIE 3 LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, our procedures included the following: • We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and the Companies Act 2006. • We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management. • We challenged assumptions and judgments made by management in its significant accounting estimates. We did not identify any key audit matters relating to irregularities, including fraud.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
Page 8
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIRDIE 3 LIMITED (CONTINUED)
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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditors
101 New Cavendish Street
1st Floor South
W1W 6XH
Page 9
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
REGISTERED NUMBER: 13425221
BALANCE SHEET
AS AT 24 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 11 to 16 form part of these financial statements.
Page 10
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023
Birdie 3 Limited is a private company limited by shares, and is incorporated in England and Wales (company number: 13425221).
Its registered office is 101 New Cavendish Street, First Floor South, London, W1W 6XH. The Company's principal activity is that of a holding company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Competitive Socialising Group Limited as at 25 December 2023 and these financial statements may be obtained from Companies House.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS
Page 11
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023
2.Accounting policies (continued)
102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual
Page 12
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023
2.Accounting policies (continued)
arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Page 13
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023
Page 14
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023
Page 15
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BIRDIE 3 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 DECEMBER 2023
Page 16
|