Company registration number SC667509 (Scotland)
MOTHERCLUB LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 AUGUST 2024
MOTHERCLUB LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12 - 13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Company statement of cash flows
17
Notes to the financial statements
18 - 39
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)
Mr. T. Bowden
(Appointed 28 April 2025)
Secretary
Ms. P. Dyson
Company number
SC667509
Registered office
14 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 2024
- 1 -
The directors present the strategic report for the year ended 31 August 2024.
Review of the business
The Company operates with two key operational segments.
Owned and Managed Sixes Social Cricket Sites – These are locations that the company directly owns and operates, overseeing all aspects of management, staffing, and customer experience.
Franchise Arm – This involves partnering with third-party franchisees who operate under the Sixes Social Cricket brand, following established guidelines and business models while benefiting from brand recognition and support.
This has been a dynamic year of growth for the Group across both business arms. Within Sixes Social Cricket, we successfully launched new venues in Southampton, Oxford, Guildford, and London Bridge. Meanwhile, our franchise arm expanded through strategic partnership agreements with TeamSport, opening new locations in Docklands and Watford, alongside the addition of Bristol and Trinidad & Tobago as franchised operations.
Future Developments
In the financial year 2025, there has been several openings, including:
High Wycombe – TeamSport Partnership
BoxPark Wembley – Franchise
Guildford (two further nets)
Manchester (one further net)
Management have reviewed the current estate and think there is the opportunity to install two further nets in the current estate.
Sixes Brighton closed at Christmas, this was due to the Landlord going into administration.
There are several further franchises that the Group is looking to undertake in the financial year 2025.
Principal risks and uncertainties
The group is transitioning into a cashflow-positive position, with the company expecting to be in a cashflow positive position by March 2025 after Head Office costs.
The social entertainment sector continues to expand as consumers shift from purchasing physical products to seeking immersive experiences, leading to increased market competition. To stay ahead, the brand has been evolving beyond its traditional cricket roots, creating a more dynamic and engaging experience. To further drive this evolution, the Group is undertaking a brand refresh aimed at refining the brand identity, improving the customer journey, and enhancing 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 2024
- 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 is undertaking a further investment round for £3mn, of which £2.18mn has been committed.
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:
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.
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.
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.
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.
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 2024
- 3 -
Key performance indicators
The loss before tax was £2,061,429 (financial year 2023: loss of £2,014,181). EBITDA was loss of £333,238 (financial year 2023: loss of £1,082,037).
The management team remains focused on the key performance indicators (KPIs) of the business, which include:
Like-for-like turnover
Gross profit margin
Wages to turnover ratio
EBITDA to turnover ratio
Metric
2024
2023
Comments
Gross Profit Margin
84%
84%
This has remained constant across two years.
Venue Wages to Turnover
28%
28%
On a like-for-like bass, the combined wages percentage would have shown a 3% improvement. However, due to the high number of openings during the year, it remained at the same level as the prior year.
EBITDA to Turnover
5%
8%
EBITDA as a percentage of turnover declined by 3%, primarily due to the number of new openings during the financial year.
Mr. C. Mackinnon
Director
28 August 2025
MOTHERCLUB LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 August 2024.
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 10.
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)
Mr. J. Shah
(Appointed 17 September 2024 and resigned 28 April 2025)
Mr. T. Bowden
(Appointed 28 April 2025)
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 2024
- 5 -
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:
select suitable accounting policies and then 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;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
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
28 August 2025
MOTHERCLUB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MOTHERCLUB LIMITED
- 6 -
Opinion
We have audited the financial statements of Motherclub Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2024 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:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 August 2024 and of the group's loss 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.
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
- 7 -
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:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and 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:
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 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.
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.
MOTHERCLUB LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MOTHERCLUB LIMITED
- 8 -
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.
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.
MOTHERCLUB LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MOTHERCLUB LIMITED
- 9 -
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
29 August 2025
MOTHERCLUB LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
11,386,795
7,499,770
Cost of sales
(5,261,865)
(3,428,750)
Gross profit
6,124,930
4,071,020
Administrative expenses
(8,562,871)
(5,829,177)
Other operating income
967,483
41,950
Operating loss
5
(1,470,458)
(1,716,207)
Interest payable and similar expenses
9
(590,971)
(297,974)
Loss before taxation
(2,061,429)
(2,014,181)
Tax on loss
10
Loss for the financial year
(2,061,429)
(2,014,181)
Other comprehensive income
Currency translation gain taken to retained earnings
37,596
733
Total comprehensive income for the year
(2,023,833)
(2,013,448)
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 18 to 39 form part of these financial statements.
MOTHERCLUB LIMITED
GROUP BALANCE SHEET
AS AT 31 AUGUST 2024
31 August 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
288,163
121,020
Tangible assets
13
9,202,965
7,824,285
Investments
14
9,640
9,640
9,500,768
7,954,945
Current assets
Stocks
17
152,515
132,520
Debtors
18
1,732,531
1,004,928
Cash at bank and in hand
285,166
424,697
2,170,212
1,562,145
Creditors: amounts falling due within one year
19
(7,391,193)
(5,836,049)
Net current liabilities
(5,220,981)
(4,273,904)
Total assets less current liabilities
4,279,787
3,681,041
Creditors: amounts falling due after more than one year
20
(1,554,403)
(2,011,937)
Net assets
2,725,384
1,669,104
Capital and reserves
Called up share capital
25
2,910
2,535
Share premium account
9,327,222
6,247,484
Profit and loss reserves
(6,604,748)
(4,580,915)
Total equity
2,725,384
1,669,104
The financial statements were approved by the board of directors and authorised for issue on 28 August 2025 and are signed on its behalf by:
28 August 2025
Mr. C. Mackinnon
Director
Company registration number SC667509 (Scotland)
MOTHERCLUB LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2024
31 August 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
16,308
11,786
Tangible assets
13
278,175
352,185
Investments
14
102
102
294,585
364,073
Current assets
Debtors
18
11,593,698
7,708,257
Cash at bank and in hand
150,240
51,953
11,743,938
7,760,210
Creditors: amounts falling due within one year
19
(2,136,214)
(1,708,143)
Net current assets
9,607,724
6,052,067
Total assets less current liabilities
9,902,309
6,416,140
Creditors: amounts falling due after more than one year
20
(658,735)
(911,658)
Net assets
9,243,574
5,504,482
Capital and reserves
Called up share capital
25
2,910
2,535
Share premium account
9,327,222
6,247,484
Profit and loss reserves
(86,558)
(745,537)
Total equity
9,243,574
5,504,482
MOTHERCLUB LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2024
31 August 2024
- 13 -
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £658,979 (2023 - £282,824 loss).
The financial statements were approved by the board of directors and authorised for issue on 28 August 2025 and are signed on its behalf by:
28 August 2025
Mr. C. Mackinnon
Director
Company registration number SC667509 (Scotland)
MOTHERCLUB LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 September 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
716
3,332,968
-
3,333,684
Balance at 31 August 2023
2,535
6,247,484
(4,580,915)
1,669,104
Year ended 31 August 2024:
Loss for the year
-
-
(2,061,429)
(2,061,429)
Other comprehensive income:
Currency translation differences
-
-
37,596
37,596
Total comprehensive income
-
-
(2,023,833)
(2,023,833)
Issue of share capital
25
375
3,079,738
-
3,080,113
Balance at 31 August 2024
2,910
9,327,222
(6,604,748)
2,725,384
The notes on pages 18 to 39 form part of these financial statements.
MOTHERCLUB LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 September 2022
1,819
2,914,516
(462,713)
2,453,622
Year ended 31 August 2023:
Loss and total comprehensive income for the year
-
-
(282,824)
(282,824)
Issue of share capital
716
3,332,968
-
3,333,684
Balance at 31 August 2023
2,535
6,247,484
(745,537)
5,504,482
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
658,979
658,979
Issue of share capital
25
375
3,079,738
-
3,080,113
Balance at 31 August 2024
2,910
9,327,222
(86,558)
9,243,574
The notes on pages 18 to 39 form part of these financial statements.
MOTHERCLUB LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
30
79,745
(938,464)
Interest paid
(590,971)
(297,974)
Income taxes refunded
2,610
7,299
Net cash outflow from operating activities
(508,616)
(1,229,139)
Investing activities
Purchase of intangible assets
(218,727)
(62,882)
Purchase of tangible fixed assets
(3,139,071)
(4,262,246)
Proceeds from disposal of tangible fixed assets
673,986
1,272,082
Advances of loans
(7,733)
(21,627)
Net cash used in investing activities
(2,691,545)
(3,074,673)
Financing activities
Proceeds from issue of shares
3,080,113
3,333,684
Repayment of borrowings
(86,000)
379,833
Proceeds from new bank loans
969,356
552,500
Repayment of bank loans
(1,037,222)
(208,084)
Payment of finance leases obligations
96,788
508,055
Net cash generated from financing activities
3,023,035
4,565,988
Net (decrease)/increase in cash and cash equivalents
(177,126)
262,176
Cash and cash equivalents at beginning of year
424,696
161,787
Effect of foreign exchange rates
37,596
733
Cash and cash equivalents at end of year
285,166
424,696
Relating to:
Cash at bank and in hand
285,166
424,697
Bank overdrafts included in creditors payable within one year
-
(1)
The notes on pages 18 to 39 form part of these financial statements.
MOTHERCLUB LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
31
(2,717,480)
(4,477,660)
Interest paid
(71,977)
(105,855)
Income taxes refunded
2,610
7,299
Net cash outflow from operating activities
(2,786,847)
(4,576,216)
Investing activities
Purchase of intangible assets
(6,300)
(12,006)
Purchase of tangible fixed assets
(380,466)
Purchase of subsidiaries
(100)
Advances of loans
(7,733)
(21,627)
Interest received
71,977
486,486
Net cash generated from investing activities
57,944
72,287
Financing activities
Proceeds from issue of shares
3,080,113
3,333,684
Repayment of borrowings
(86,000)
379,833
Payment of finance leases obligations
(166,923)
784,748
Net cash generated from financing activities
2,827,190
4,498,265
Net increase/(decrease) in cash and cash equivalents
98,287
(5,664)
Cash and cash equivalents at beginning of year
51,953
57,617
Cash and cash equivalents at end of year
150,240
51,953
The notes on pages 18 to 39 form part of these financial statements.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 18 -
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 2024. 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.
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 is undertaking a further investment round for £3mn, of which £2.18mn has been committed.
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.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 19 -
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
Other intangibles
20% straight line
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.
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.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 20 -
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.
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.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 21 -
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.
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.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 22 -
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.
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.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 23 -
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
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.
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.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 24 -
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 £11.4M, 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
2024
2023
£
£
Turnover analysed by class of business
Cricket Socialising
4,779,568
2,964,565
Food & Beverage
6,316,987
4,377,926
Franchise fee & commission
128,929
129,970
Other
161,311
27,309
11,386,795
7,499,770
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
3
Turnover
(Continued)
- 25 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
10,338,083
7,269,210
Rest of the World
1,048,712
230,560
11,386,795
7,499,770
4
Exceptional item
2024
2023
£
£
Income
Intercompany loan written off
950,000
34,950
5
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(3,389)
7,950
Depreciation of owned tangible fixed assets
1,085,635
580,738
Loss on disposal of tangible fixed assets
770
9,626
Amortisation of intangible assets
51,584
53,432
Impairment of intangible assets
415,588
Operating lease charges
1,204,089
676,190
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
15,000
15,000
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 26 -
7
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Monthly paid employees
39
31
7
8
Fortnightly paid employees
160
92
-
-
Directors
7
3
6
3
Total
206
126
13
11
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
4,143,825
2,778,088
767,199
655,193
Social security costs
366,821
244,586
98,265
81,102
Pension costs
57,007
38,887
10,179
8,773
4,567,653
3,061,561
875,643
745,068
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
218,750
158,917
Company pension contributions to defined contribution schemes
1,321
1,321
220,071
160,238
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
218,750
158,917
Company pension contributions to defined contribution schemes
1,321
1,321
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
8
Directors' remuneration
(Continued)
- 27 -
During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
351,276
187,158
Other finance costs:
Interest on finance leases and hire purchase contracts
223,470
100,395
Other interest
16,225
10,421
Total finance costs
590,971
297,974
10
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:
2024
2023
£
£
Loss before taxation
(2,061,429)
(2,014,181)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(515,357)
(382,694)
Tax effect of expenses that are not deductible in determining taxable profit
210,245
90,911
Tax effect of income not taxable in determining taxable profit
(237,500)
(99,223)
Unutilised tax losses carried forward
705,960
500,721
Group relief
(11,662)
Permanent capital allowances in excess of depreciation
(163,348)
(245,459)
Adjustments in respect of financial assets
78,962
Tax at marginal rate
2,085
Losses utilised
66,359
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.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 28 -
11
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2024
2023
Notes
£
£
In respect of:
Intangible assets
12
-
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.
12
Intangible fixed assets
Group
Software
Patents & licences
Trademarks
Other intangibles
Total
£
£
£
£
£
Cost
At 1 September 2023
235,703
521,106
21,261
778,070
Additions
9,413
114,848
76,686
17,780
218,727
At 31 August 2024
245,116
635,954
97,947
17,780
996,797
Amortisation and impairment
At 1 September 2023
136,278
519,553
1,219
657,050
Amortisation charged for the year
37,680
5,677
5,560
2,667
51,584
At 31 August 2024
173,958
525,230
6,779
2,667
708,634
Carrying amount
At 31 August 2024
71,158
110,724
91,168
15,113
288,163
At 31 August 2023
99,425
1,553
20,042
121,020
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
12
Intangible fixed assets
(Continued)
- 29 -
Company
Patents & licences
Trademarks
Total
£
£
£
Cost
At 1 September 2023
519,486
12,006
531,492
Additions
6,300
6,300
At 31 August 2024
519,486
18,306
537,792
Amortisation and impairment
At 1 September 2023
519,486
220
519,706
Amortisation charged for the year
1,778
1,778
At 31 August 2024
519,486
1,998
521,484
Carrying amount
At 31 August 2024
16,308
16,308
At 31 August 2023
11,786
11,786
More information on impairment movements in the year is given in note 11.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 30 -
13
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 September 2023
3,833,840
4,228,241
730,371
8,792,452
Additions
1,800,193
1,012,820
326,058
3,139,071
Disposals
(4,815)
(662,171)
(17,080)
(684,066)
At 31 August 2024
5,629,218
4,578,890
1,039,349
11,247,457
Depreciation and impairment
At 1 September 2023
247,823
552,200
168,144
968,167
Depreciation charged in the year
367,734
571,059
146,842
1,085,635
Eliminated in respect of disposals
(3,461)
(5,849)
(9,310)
At 31 August 2024
615,557
1,119,798
309,137
2,044,492
Carrying amount
At 31 August 2024
5,013,661
3,459,092
730,212
9,202,965
At 31 August 2023
3,586,017
3,676,041
562,227
7,824,285
Company
Plant and equipment
£
Cost
At 1 September 2023 and 31 August 2024
370,049
Depreciation and impairment
At 1 September 2023
17,864
Depreciation charged in the year
74,010
At 31 August 2024
91,874
Carrying amount
At 31 August 2024
278,175
At 31 August 2023
352,185
Included within the net book value is £1,936,301 (2023 - £1,178,431) 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 £316,447 (2023 - £205,173).
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 31 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
102
102
Unlisted investments
9,640
9,640
9,640
9,640
102
102
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 September 2023 and 31 August 2024
9,640
Carrying amount
At 31 August 2024
9,640
At 31 August 2023
9,640
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 September 2023 and 31 August 2024
102
Carrying amount
At 31 August 2024
102
At 31 August 2023
102
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 32 -
15
Subsidiaries
Details of the company's subsidiaries at 31 August 2024 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.
16
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
1,092,479
388,537
11,471,710
7,446,440
Equity instruments measured at cost less impairment
9,640
9,640
-
-
Carrying amount of financial liabilities
Measured at amortised cost
8,289,750
7,415,850
2,551,509
2,518,636
17
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
152,515
132,520
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 33 -
18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
130,936
77,820
Amounts owed by group undertakings
-
-
11,432,441
7,417,513
Other debtors
986,713
376,584
39,269
94,770
Prepayments and accrued income
572,262
428,319
79,368
73,769
1,689,911
882,723
11,551,078
7,586,052
Amounts falling due after more than one year:
Prepayments and accrued income
42,620
122,205
42,620
122,205
Total debtors
1,732,531
1,004,928
11,593,698
7,708,257
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
21
276,550
171,893
Obligations under hire purchase and finance leases
22
607,345
443,615
166,923
166,923
Other borrowings
21
86,000
86,000
86,000
86,000
Trade creditors
2,225,069
1,616,355
105,704
76,353
Amounts owed to group undertakings
17,389
Corporation tax payable
9,909
7,299
9,909
7,299
Other taxation and social security
645,937
424,837
233,531
93,866
Other creditors
2,645,633
2,309,289
1,480,893
1,213,734
Accruals and deferred income
894,750
776,761
53,254
46,579
7,391,193
5,836,049
2,136,214
1,708,143
The aggregate amount of creditors for which security has been given by the group amounted to £969,895 (2023 - £701,508).
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 2024
- 34 -
20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
21
172,524
Obligations under hire purchase and finance leases
22
1,108,733
1,175,675
450,902
617,825
Other borrowings
21
207,833
293,833
207,833
293,833
Other creditors
237,837
369,905
1,554,403
2,011,937
658,735
911,658
The aggregate amount of creditors for which security has been given by the group amounted to £1,316,566 (2023 - £1,642,032).
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
276,550
344,416
Bank overdrafts
1
Other loans
293,833
379,833
293,833
379,833
570,383
724,250
293,833
379,833
Payable within one year
362,550
257,893
86,000
86,000
Payable after one year
207,833
466,357
207,833
293,833
The aggregate amount of borrowings for which security has been given by the group amounted to £570,383 (2023 - £724,250).
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 35 -
22
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
607,345
443,615
166,923
166,923
In two to five years
1,108,733
1,175,675
450,902
617,825
1,716,078
1,619,290
617,825
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.
23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
57,007
38,887
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.
24
Share-based payment transactions
Group
Number of share options
2024
2023
Number
Number
Outstanding at 1 September 2023
511
-
Granted
-
511
Outstanding at 31 August 2024
511
511
Exercisable at 31 August 2024
-
-
The options outstanding at 31 August 2024 had an exercise price of £285.60 per share.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
24
Share-based payment transactions
(Continued)
- 36 -
Company
Number of share options
2024
2023
Number
Number
Outstanding at 1 September 2023
511
-
Granted
-
511
Outstanding at 31 August 2024
511
511
Exercisable at 31 August 2024
-
-
The options outstanding at 31 August 2024 had an exercise price of £296.67 per share.
25
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
29,095
25,345
2,910
2,535
On 13 October 2023, 1057 Ordinary £0.10 shares were issued and allotted at £660.00 per share.
On 13 October 2023, 15 Ordinary £0.10 shares were issued and allotted at £nil per share.
On 13 October 2023, 15 Ordinary £0.10 shares were issued and allotted at £296.67 per share.
On 28 February 2024, 1865 Ordinary £0.10 shares were issued and allotted at £893.00 per share.
On 28 February 2024, 28 Ordinary £0.10 shares were issued and allotted at £892.86 per share.
On 31 March 2024, 311 Ordinary £0.10 shares were issued and allotted at £893.00 per share.
On 31 March 2024, 84 Ordinary £0.10 shares were issued and allotted at £892.86 per share.
On 14 April 2024, 375 Ordinary £0.10 shares were issued and allotted at £893.00 per share.
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 37 -
26
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
2024
2023
2024
2023
£
£
£
£
Within one year
1,032,720
881,053
-
-
Between two and five years
4,167,547
3,637,547
-
-
In over five years
10,997,381
10,172,897
-
-
16,197,648
14,691,497
-
-
27
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2024
2023
£
£
Aggregate compensation
368,867
291,666
Other information
The company secretary maintains a loan account with the company. At the balance sheet date, the company secretary was owed £97,441 (2023 - £23,000).
28
Directors' transactions
The directors maintain a loan account with the company. At the start of the year the director owed the company £21,627. During the year drawings were taken by the directors totaling £12,950 and repayments made of £5,241. At the year end the directors owed the company £29,336.
29
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 2024
- 38 -
30
Cash generated from/(absorbed by) group operations
2024
2023
£
£
Loss for the year after tax
(2,061,429)
(2,014,181)
Adjustments for:
Finance costs
590,971
297,974
Loss on disposal of tangible fixed assets
770
9,626
Amortisation and impairment of intangible assets
51,584
469,020
Depreciation and impairment of tangible fixed assets
1,085,635
580,738
Movements in working capital:
Increase in stocks
(19,995)
(39,903)
Increase in debtors
(719,870)
(312,721)
Increase in creditors
1,152,079
70,983
Cash generated from/(absorbed by) operations
79,745
(938,464)
31
Cash absorbed by operations - company
2024
2023
£
£
Profit/(loss) for the year after tax
658,979
(282,824)
Adjustments for:
Finance costs
71,977
105,855
Investment income
(71,977)
(486,486)
(Gain)/loss on disposal of tangible fixed assets
-
10,417
Amortisation and impairment of intangible assets
1,778
415,808
Depreciation and impairment of tangible fixed assets
74,010
17,864
Movements in working capital:
Increase in debtors
(3,877,708)
(3,680,518)
Increase/(decrease) in creditors
425,461
(577,776)
Cash absorbed by operations
(2,717,480)
(4,477,660)
MOTHERCLUB LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 39 -
32
Analysis of changes in net debt - group
1 September 2023
Cash flows
Exchange rate movements
31 August 2024
£
£
£
£
Cash at bank and in hand
424,697
(177,127)
37,596
285,166
Bank overdrafts
(1)
1
-
424,696
(177,126)
37,596
285,166
Borrowings excluding overdrafts
(724,249)
153,866
-
(570,383)
Obligations under finance leases
(1,619,290)
(96,788)
-
(1,716,078)
(1,918,843)
(120,048)
37,596
(2,001,295)
33
Analysis of changes in net debt - company
1 September 2023
Cash flows
31 August 2024
£
£
£
Cash at bank and in hand
51,953
98,287
150,240
Borrowings excluding overdrafts
(379,833)
86,000
(293,833)
Obligations under finance leases
(784,748)
166,923
(617,825)
(1,112,628)
351,210
(761,418)
2024-08-312023-09-01falsefalseCCH SoftwareCCH Accounts Production 2025.200Mr. C. MackinnonMr. M. BurtMrs. P. HughesMr. V. WestMr. C. ChenowethMr. J. ShahMr. T. BowdenMs. P. 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