Registration number:
Clowance Owners Club Limited
(A company limited by guarantee)
for the Year Ended 31 December 2024
Clowance Owners Club Limited
Contents
|
Company Information |
|
|
Notice of AGM |
|
|
Directors' Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Statement of Comprehensive Income |
|
|
Statement of Financial Position |
|
|
Statement of Changes in Equity |
|
|
Notes to the Financial Statements |
Clowance Owners Club Limited
Company Information
|
Directors |
Mrs S Castling Mr B T Hurley Ms S A J Kinsella Mrs P M Leaper Mr D J Clarke Mr L Prideaux |
|
Company secretary |
Mrs S Castling |
|
Registered office |
|
|
Auditors |
|
Clowance Owners Club Limited
NOTICE OF ANNUAL GENERAL MEETING
FOR THE YEAR ENDED 31 DECEMBER
2024
NOTICE is hereby given that the AGM of the Company will not be held in person, but you will have the opportunity to provide a postal vote, for the transaction of the following business, votes to be received by Westcotts prior to 30th June 2026.
Resolution 1
To receive and adopt the Report and the Financial Statements for the year ended 2024.
Resolution 2
To re-appoint Mrs S Castling as a director.
Resolution 3
To reappoint Westcotts Chartered Accountants, as auditors of the Company and to authorise the Directors to fix their remuneration.
BY ORDER OF THE BOARD
S Castling
Secretary
NOTES
1. It is the first named member on the ownership certificate who is entitled to the postal vote.
2. No Member shall be entitled to the postal vote unless all monies presently payable by him to the Club on any account whatsoever have been paid.
3. To be valid, the postal votes must be lodged at the Registered Office of the Company at 26 - 28 Southernhay East, Exeter, Devon EX1 1NS, by no later than 30th June 2026.
4. An official postal voting form follows the financial statements. The postal voting form should be completed and returned to the registered office of the Company, as detailed above.
Clowance Owners Club Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Small companies provision statement
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
Approved and authorised by the
|
|
|
|
Clowance Owners Club Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the surplus or deficit of the company for that period. In preparing these financial statements, the directors are required to:
|
• |
select suitable accounting policies and apply them consistently; |
|
• |
make judgements and accounting estimates that are reasonable and prudent; |
|
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. 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.
Clowance Owners Club Limited
Independent Auditor's Report to the Members of Clowance Owners Club Limited
Opinion
We have audited the financial statements of Clowance Owners Club Limited (the 'company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 Section 1A '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 company's affairs as at 31 December 2024 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the 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
In auditing the financial statements, we have concluded that the director's 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 original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
Clowance Owners Club Limited
Independent Auditor's Report to the Members of Clowance Owners Club Limited (continued)
|
• |
the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Directors' Report has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the 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; or |
• | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 4], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
|
• |
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management. We communicated identified laws and regulations throughout our team, and remained alert to any indications of non-compliance throughout the audit. |
Clowance Owners Club Limited
Independent Auditor's Report to the Members of Clowance Owners Club Limited (continued)
|
• |
The company is subject to laws and regulations that govern the preparation of the financial statements, including financial reporting legislation, and other companies legislation. The company is also subject to other laws and regulations where the consequences of non-compliance could have a material impact on the amounts or disclosures within the financial statements, including employment, anti-bribery, anti-money laundering and certain aspects of companies legislation. |
|
• |
Owing to the inherent limitations of an audit, there is unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with the auditing standards. In any audit, there remains a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
South Street
Axminster
Devon
EX13 5AD
Clowance Owners Club Limited
Statement of Comprehensive Income for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross surplus |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating surplus |
208,317 |
827,943 |
|
|
Surplus before tax |
|
|
|
|
Surplus for the financial year |
|
|
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Clowance Owners Club Limited
(Registration number: 01798261)
Statement of Financial Position as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net assets |
|
|
|
|
Reserves |
|||
|
Profit and loss account |
8,619,618 |
8,411,301 |
|
|
Surplus |
8,619,618 |
8,411,301 |
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and FRS 102 ‘The Financial Reporting Standard Applicable in the UK and Republic of Ireland’.
Approved and authorised by the
|
|
|
|
Clowance Owners Club Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Profit and loss account |
Total |
|
|
At 1 January 2023 |
|
|
|
Prior period adjustment |
( |
( |
|
At 1 January 2023 (As restated) |
|
|
|
Surplus for the year |
|
|
|
At 31 December 2023 |
8,411,301 |
8,411,301 |
|
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
|
Prior period adjustment |
( |
( |
|
At 1 January 2024 (As restated) |
|
|
|
Surplus for the year |
|
|
|
At 31 December 2024 |
|
|
Clowance Owners Club Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a company limited by guarantee, incorporated in England & Wales, and consequently does not have share capital. Each of the members is liable to contribute an amount not exceeding £1 towards the assets of the company in the event of liquidation.
The address of its registered office is:
Principal activity
The principal activity of the company is the supervision of the management and administration of the time-share units and common parts of the Clowance Estate on behalf of the licenses (members/owners) and for their mutual benefit.
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are prepared in sterling which is the functional currency of the entity.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. |
Clowance Owners Club Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. In the statement of financial position, bank overdrafts are shown within borrowing or current liabilities
Financial instruments
Recognition and measurement
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
|
Staff numbers |
The average number of employees during the year, was
The average number of employees who work within the Clowance resort, directly relating to the Owners Club has been disclosed, but these staff are not employed directly by Clowance Owners Club Limited.
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of the financial statements |
|
|
|
Debtors |
|
Note |
2024 |
2023 |
|
|
Amounts owed by management company |
|
|
|
|
|
|
Clowance Owners Club Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Creditors |
Creditors: amounts falling due within one year
|
2024 |
2023 |
|
|
Due within one year |
||
|
Taxation and social security |
|
- |
|
Accruals and deferred income |
|
|
|
|
|
|
Reserves |
Profit and loss account:
This reserve records retained earnings and accumulated losses.
|
Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Total commitment |
|
|
Clowance Owners Club Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Related party transactions |
By the organisation's very nature as an organisation that is involved in mutual trading with members, and whose directors are also required to be members, it is inevitable that an element of the company's turnover related to transactions with directors.
The company has a formal management agreement with Clowance Estate Management Company Limited to act as agents to collect management fees on the company's behalf and maintain the resort to a high standard. Clowance Estate Management Company Limited also pay for a large percentage of Clowance Owners Club Limited's expenditure, which is then recharged to Clowance Owners Club Limited.
Included in debtors is an amount of £8,798,212 (31 December 2023 £8,461,016) due from Clowance Estate Management Company Limited. The entire share capital of Clowance Estate Management Company Limited is held by Seasons Holidays PLC.
Seasons Holidays PLC hold the majority of weeks at the resort and also have the right to appoint two directors to the Board of Clowance Owners Club Limited. During the year the company charged £3,028,526 to Seasons Holidays PLC (31 December 2023 £2,876,754) for timeshare weeks.
|
Controlling party |
The company is controlled by Seasons Holidays PLC by virtue of the weeks held by them. The ultimate controlling party is Mr B Hurley by virtue of his shareholding in Seasons Holidays PLC.