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Registered number: 12123223










Muirfield Holdco Limited










Annual Report and Financial Statements

For the Period Ended 31 December 2024

 
Muirfield Holdco Limited
 

Company Information


Directors
Mr J P Helas 
Mr N Parker 
Mr G B Phillips 
Mr P Straker 
Mr D M Hollander 
Mr R J Inglis 
Mr N C Sharp 




Registered number
12123223



Registered office
Units 16-17
Stansted Distribution Centre

Start Hill

Great Hallingbury

Hertfordshire

CM22 7DG




Independent auditors
Kreston Reeves LLP
Chartered Accountants & Statutory Auditor

Springfield House

Springfield Road

Horsham

West Sussex

RH12 2RG





 
Muirfield Holdco Limited
 

Contents



Page
Group Strategic Report
1
Directors' Report
2 - 3
Independent Auditors' Report
4 - 7
Consolidated Statement of Comprehensive Income
8
Consolidated Balance Sheet
9
Company Balance Sheet
10
Consolidated Statement of Changes in Equity
11
Company Statement of Changes in Equity
12
Consolidated Statement of Cash Flows
13
Notes to the Financial Statements
14 - 31


 
Muirfield Holdco Limited
 

Group Strategic Report
For the Period Ended 31 December 2024

Introduction
 
The directors present their strategic report for the year ended 31 December 2024. The principal activity of the group is the manufacture and sale of golf equipment.  

Business review
 
The company serves as the holding entity for the Group. The directors are pleased with the Group’s performance in 2024, which delivered a notable improvement in profitability compared with the prior year. This reflects the resilience of the Group’s business model and the strength of its brand, product portfolio, innovation, customer service and supply chain management.

Principal risks and uncertainties
 
The Group mitigates risks through disciplined financial management, robust credit control and a consistent focus on product quality. As at the date of signing the financial statements, the directors remain alert to macro-economic uncertainty and geopolitical instability, including conflicts in Ukraine and the Middle East, as well as the impact of recent US tariff measures. The Group will continue to adapt its approach to manage these and other external risks.
Risk analysis
The Group is keen to maximise sales and profitability while taking a sensible approach to risk. 

Financial key performance indicators
 
The financial highlights are as follows:
Gross profit margin: 37.5% (2023 - 31.47%) 
Margins have been positively impacted by the improving supply chain conditions.
Debtor days: 23 days (2023 - 24 days)
Tight control is kept on debtors and all are vigorously chased. 
Creditor days: 13 days (2023 - 17 days)
Creditor days are well within the normal credit terms. 

Employment
 
The Group is an equal opportunities employer. 


This report was approved by the board and signed on its behalf.



................................................
Mr J P Helas
Director

Date: 30 September 2025

Page 1

 
Muirfield Holdco Limited
 

 
Directors' Report
For the Period Ended 31 December 2024

The directors present their report and the financial statements for the period ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group 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 for the Group's financial statements and then 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the period, after taxation, amounted to £307,748 (2023 - loss £2,121,325).

The total distribution of dividends for the period ended 31 December 2024 will be £NIL.  

Directors

The directors who served during the period were:

Mr A S Farmer (resigned 20 January 2025)
Mr J P Helas 
Mr N Parker 
Mr G B Phillips 
Mr P Straker 
Mr D M Hollander 
Mr R J Inglis 
Mr N C Sharp 

Future developments

The Group will continue to invest in its product portfolio while pursuing selective international growth opportunities. Trading in 2025 has begun positively, with record revenues and profitability reported in the first half of the financial year and the successful launch of a subsidiary in Australia.

Page 2

 
Muirfield Holdco Limited
 

 
Directors' Report (continued)
For the Period Ended 31 December 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsKreston Reeves LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
Mr J P Helas
Director

Date: 30 September 2025

Page 3

 
Muirfield Holdco Limited
 

 
Independent Auditors' Report to the Members of Muirfield Holdco Limited
 

Opinion


We have audited the financial statements of Muirfield Holdco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent 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 4

 
Muirfield Holdco Limited
 

 
Independent Auditors' Report to the Members of Muirfield Holdco Limited (continued)


Other information


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 ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group 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 Group 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 set out on page 2, 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
Muirfield Holdco Limited
 

 
Independent Auditors' Report to the Members of Muirfield Holdco Limited (continued)


Auditors' 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 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 Group 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:

Capability of the audit in detecting irregularities, including fraud:
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error, obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error and respond to those risks appropriately.
Based on our understanding of the group and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to employment law and those that directly affect the financial statements including financial reporting and the Companies Act 2006 and taxation legislation. We considered the extent to which non-compliance might have a material effect on the financial statements. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure. The potential effect of these laws and regulations on the financial statements varies considerably. Audit procedures performed by the group engagement team included:

Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations and fraud; and
Assessment of identified fraud risk factors; and
Substantive testing of revenue for evidence of material misstatement; and
Detailed testing of stock to ensure that items are appropriately held at the lower of cost and net realisable value and that stock quantities are accurately stated, complete and free from misappropriation; and
Bank audit letter obtained to confirm the existence of cash at bank at the year end; and
Reading minutes of meetings of those charged with governance, and reviewing correspondence with relevant tax and regulatory authorities; and
Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of busienss; and
Performing analytical procedures, both manually and with automated data analytics tools, to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
Identifying and testing journal entries, in particular any manual entries made at the year end for financial
statement preparation.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
Page 6

 
Muirfield Holdco Limited
 

 
Independent Auditors' Report to the Members of Muirfield Holdco Limited (continued)




As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statementsWe are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


Use of our report
 

This report is made solely to the Group's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Group'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 Group and the Group's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Richard Spofforth BSc BFP FCA (Senior Statutory Auditor)
for and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
Horsham

30 September 2025
Page 7

 
Muirfield Holdco Limited
 

Consolidated Statement of Comprehensive Income
For the Period Ended 31 December 2024

2024
2023
Note
£
£

  

Turnover
 3 
35,777,557
30,427,052

Cost of sales
  
(22,291,920)
(20,850,144)

Gross profit
  
13,485,637
9,576,908

Distribution costs
  
(50,175)
(3,209)

Administrative expenses
  
(11,141,567)
(9,144,459)

Other operating income
 4 
2,477
20,616

Operating profit
 5 
2,296,372
449,856

Interest receivable and similar income
 9 
26,653
11,928

Interest payable and similar expenses
 10 
(2,010,123)
(2,061,560)

Profit/(loss) before taxation
  
312,902
(1,599,776)

Tax on profit/(loss)
 11 
(620,650)
(521,549)

Loss for the financial period
  
(307,748)
(2,121,325)

  

Exchange gains/(losses) on translation on foreign subsidiaries
  
(111,242)
54,704

Total comprehensive income for the period
  
(418,990)
(2,066,621)

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(307,748)
(2,121,325)

  
(307,748)
(2,121,325)

The notes on pages 14 to 31 form part of these financial statements.

Page 8

 
Muirfield Holdco Limited
Registered number: 12123223

Consolidated Balance Sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible fixed assets
  
5,300,427
6,658,985

Tangible assets
 13 
606,381
597,851

  
5,906,808
7,256,836

Current assets
  

Stocks
 15 
5,074,422
3,203,013

Debtors: amounts falling due within one year
 16 
8,175,169
8,626,610

Cash at bank and in hand
 17 
2,975,004
2,881,067

  
16,224,595
14,710,690

Creditors: amounts falling due within one year
 18 
(26,449,481)
(25,866,614)

Net current liabilities
  
 
 
(10,224,886)
 
 
(11,155,924)

Total assets less current liabilities
  
(4,318,078)
(3,899,088)

Provisions for liabilities
  

Deferred tax
 19 
(152,000)
(152,000)

  
 
 
(152,000)
 
 
(152,000)

Net liabilities
  
(4,470,078)
(4,051,088)


Capital and reserves
  

Called up share capital 
 20 
198,942
198,942

Foreign exchange reserve
 21 
(130,290)
(19,048)

Profit and loss account
 21 
(4,538,730)
(4,230,982)

  
(4,470,078)
(4,051,088)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
Mr J P Helas
................................................
Mr R J Inglis
Director
Director


Date: 30 September 2025

The notes on pages 14 to 31 form part of these financial statements.

Page 9

 
Muirfield Holdco Limited
Registered number: 12123223

Company Balance Sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due after more than one year
 16 
191,980
191,980

  
191,980
191,980

Creditors: amounts falling due within one year
 18 
(492,442)
(488,865)

Net current liabilities
  
 
 
(300,462)
 
 
(296,885)

Total assets less current liabilities
  
(300,461)
(296,884)

  

  

Net liabilities
  
(300,461)
(296,884)


Capital and reserves
  

Called up share capital 
 20 
198,942
198,942

Profit and loss account brought forward
  
(495,826)
(495,301)

Loss for the period

  

(3,577)
(525)

Profit and loss account carried forward
  
(499,403)
(495,826)

  
(300,461)
(296,884)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
Mr J P Helas
................................................
Mr R J Inglis
Director
Director


Date: 30 September 2025

The notes on pages 14 to 31 form part of these financial statements.

Page 10
 

 
Muirfield Holdco Limited


 

Consolidated Statement of Changes in Equity
For the Period Ended 31 December 2024



Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£
£
£
£
£



At 1 January 2023
198,942
(73,752)
(2,109,657)
(1,984,467)
(1,984,467)



Comprehensive income for the period


Profit for the period
-
-
(2,121,325)
(2,121,325)
(2,121,325)


Other comprehensive losses
-
54,704
-
54,704
54,704





At 1 January 2024
198,942
(19,048)
(4,230,982)
(4,051,088)
(4,051,088)



Comprehensive income for the period


Loss for the period
-
-
(307,748)
(307,748)
(307,748)


Other comprehensive losses
-
(111,242)
-
(111,242)
(111,242)



At 31 December 2024
198,942
(130,290)
(4,538,730)
(4,470,078)
(4,470,078)



The notes on pages 14 to 31 form part of these financial statements.

Page 11
 
Muirfield Holdco Limited
 

Company Statement of Changes in Equity
For the Period Ended 31 December 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
198,942
(495,301)
(296,359)


Comprehensive income for the period

Loss for the period
-
(525)
(525)



At 1 January 2024
198,942
(495,826)
(296,884)


Comprehensive income for the period

Loss for the period
-
(3,577)
(3,577)


At 31 December 2024
198,942
(499,403)
(300,461)


The notes on pages 14 to 31 form part of these financial statements.

Page 12

 
Muirfield Holdco Limited
 

Consolidated Statement of Cash Flows
For the Period Ended 31 December 2024

2024
2023
£
£

Cash flows from operating activities

Profit/(loss) for the financial period
(307,748)
(2,121,325)

Adjustments for:

Amortisation of intangible assets
1,670,589
1,511,453

Depreciation of tangible assets
294,867
300,566

Loss on disposal of tangible assets
-
11,104

Interest paid
2,010,123
2,061,560

Interest received
(26,653)
(11,928)

Taxation charge
620,650
521,549

(Increase)/decrease in stocks
(1,871,409)
1,777,501

Decrease/(increase) in debtors
451,441
(1,585,330)

Increase in creditors
1,531,397
1,643,083

Corporation tax (paid)
(342,917)
(441,210)

Net cash generated from operating activities

4,030,340
3,667,023


Cash flows from investing activities

Purchase of intangible fixed assets
(312,031)
(209,313)

Purchase of tangible fixed assets
(303,397)
(204,999)

Interest received
26,653
11,928

Net cash from investing activities

(588,775)
(402,384)

Cash flows from financing activities

New secured loans
-
269,322

Repayment of loans
(1,219,333)
-

Interest paid
(2,010,123)
(2,061,560)

Net cash used in financing activities
(3,229,456)
(1,792,238)

Net increase in cash and cash equivalents
212,109
1,472,401

Cash and cash equivalents at beginning of period
2,874,137
1,347,032

Foreign exchange reserve - movement
(111,242)
54,704

Cash and cash equivalents at the end of period
2,975,004
2,874,137


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
2,975,004
2,881,067

Bank overdrafts
-
(6,930)

2,975,004
2,874,137


Page 13

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

1.


Statutory information

Muirfield Holdco Limited is a private company limited by shares, incorporated in England and Wales with the registration number 12123223. The registered office address is Units 16 - 17, Stansted Distribution Centre, Start Hill, Great Hallingbury, Hertfordshire, CM22 7DG. 
The principal activity of the company is as a holding company to a group that manufactures and sells golf equipment. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 financial statements are presented in Sterling which is the functional currency of the company and are rounded to the nearest £.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

Having reviewed the funding facilities available to the Group together with the expected ongoing demand and the future projected cash flows, the directors have a reasonable expectation that the company has adequate resources to continue its activities for the foreseeable future. The directors have considered the level of funds held and the expected level of income and expenditure for a period of twelve months from finalisation of these financial statements. The Group has a loan of £8,049,989 due to Beechbrook Capital currently shown within creditors due within one year. After the year end, the directors received approval to an extension of this loan through to October 2026. On this basis, the directors are confident that it is appropriate to continue to adopt the going concern basis in preparing the financial statements as outlined in the Statement of Directors' responsibilities.

Page 14

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover 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. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Software
-
12
months
Goodwill
-
10
years

Page 15

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery (including motor vehicles)
-
1 to 3 years
Fixtures and fittings
-
1 to 5 years
Computer equipment
-
1 to 3 years
Leasehold improvements
-
1 to 5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.9

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash
flow and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
 
Page 16

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)


2.9
Financial instruments (continued)

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

 
2.10

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 17

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.11

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.12

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.13

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.14

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.15

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.20

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.21

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Page 19

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

3.


Turnover

The whole of the turnover is attributable to the one principal activity of the subsidiary companies. The directors have not dislcosed the analysis of the turnover by geographical location on the basis that this would be prejudical to the group. 


4.


Other operating income

2024
2023
£
£

Insurance claims receivable
2,477
20,616

2,477
20,616



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation - owned assets
294,867
300,566

Amortisation of intangibles
1,670,589
1,511,453

Exchange differences
(101,301)
359,811

Other operating lease rentals
299,231
358,365


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
44,200
39,750

All other services
20,080
18,940

Page 20

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
4,579,889
3,158,104
-
-

Social security costs
378,597
281,686
-
-

Cost of defined contribution scheme
60,960
54,053
-
-

5,019,446
3,493,843
-
-


The average monthly number of employees, including the directors, during the period was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Management
2
2
-
-



Finance/Admin
32
30
-
-



Sales
13
12
-
-



Warehouse
14
12
-
-



Directors
7
8
7
8

68
64
7
8


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
1,117,411
362,127

Group contributions to defined contribution pension schemes
17,653
16,312

1,135,064
378,439


During the period retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £584,798 (2023 - £168,170).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9,375 (2023 - £8,700).

Page 21

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

9.


Interest receivable

2024
2023
£
£


Bank interest
26,653
11,928

26,653
11,928


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
64
42

Other loan interest payable
2,010,059
2,061,518

2,010,123
2,061,560


11.


Taxation


2024
2023
£
£


Foreign tax


Foreign tax on income for the year
674,635
521,549

Foreign tax in respect of prior periods
(53,985)
-

620,650
521,549

Total current tax
620,650
521,549

Page 22

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024
 
11.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Profit/(loss) on ordinary activities before tax
312,902
(1,599,776)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
78,226
(399,944)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
312,446
293,949

Expenses not deductible for tax purposes
4,119
6,328

Capital allowances for period/year in excess of depreciation
21,215
-

Higher rate taxes on overseas earnings
70,881
521,549

Higher rate taxes on overseas earnings in respect of prior period
(53,985)
-

Other timing differences leading to an increase (decrease) in taxation
160,815
99,667

R & D tax credit
(125,501)
-

Unrelieved tax losses carried forward
152,434
-

Total tax charge for the period/year
620,650
521,549

Page 23

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

12.


Intangible assets

Group





Computer software
Goodwill
Total

£
£
£



Cost


At 1 January 2024
473,776
11,396,864
11,870,640


Additions
312,031
-
312,031



At 31 December 2024

785,807
11,396,864
12,182,671



Amortisation


At 1 January 2024
36,644
5,175,011
5,211,655


Charge for the period on owned assets
420,807
1,249,782
1,670,589



At 31 December 2024

457,451
6,424,793
6,882,244



Net book value



At 31 December 2024
328,356
4,972,071
5,300,427



At 31 December 2023
437,132
6,221,853
6,658,985



Page 24

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

13.


Tangible fixed assets

Group






Plant and machinery
Fixtures and fittings
Computer equipment
Leasehold improvements
Total

£
£
£
£
£



Cost or valuation


At 1 January 2024
436,766
64,439
17,605
488,893
1,007,703


Additions
282,054
1,184
20,159
-
303,397



At 31 December 2024

718,820
65,623
37,764
488,893
1,311,100



Depreciation


At 1 January 2024
133,057
31,832
7,875
237,088
409,852


Charge for the period on owned assets
169,033
12,528
15,525
97,781
294,867



At 31 December 2024

302,090
44,360
23,400
334,869
704,719



Net book value



At 31 December 2024
416,730
21,263
14,364
154,024
606,381



At 31 December 2023
303,709
32,607
9,730
251,805
597,851

Page 25

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
1



At 31 December 2024
1





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Class of shares

Holding

Muirfield Midco Limited
Ordinary
100%

The registered office of the above company is units 16-17, Stansted Distribution Centre, Start Hill, Great Hallingbury, Hertfordshire, CM22 7DG. 


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Class of shares

Holding

Muirfield Finance Limited
Ordinary
100%
Motocaddy Holdings Limited
Ordinary
100%
Motocaddy Limited
Ordinary
100%
Motocaddy Inc
Ordinary
100%
Motocaddy EMEA GmbH
Ordinary
100%
Motocaddy Golf Ireland Limited
Ordinary
100%

The registered office for Muirfield Midco Limited, Muirfield Finance Limited, Motocaddy Holdings Limited and Motocaddy Limited is Units 16-17, Stansted Distribution Centre, Start Hill, Great Hallingbury, Hertfordshire, CM22 7DG. 
The registered office address of Motocaddy Inc is 2371 La Mirada Drive, Vista, California 92081, United States.
The registered office address of Motocaddy EMEA GmbH (formerly B+M Golf Vertriebs GmbH) is Dieselstr. 27b, D-44805 Bochum, Germany.
The registered office address of Motocaddy Golf Ireland Limited is Unit 2B, DAOL Business Centre, Tramore Road, Ballyphehane, Cork, Ireland, T12 KC92. 

Page 26

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

15.


Stocks

Group
Group
2024
2023
£
£

Finished goods and goods for resale
5,074,422
3,203,013

5,074,422
3,203,013


The carrying value of stocks are stated net of impairment losses totalling £nil (2023 - £nil). Impairment losses totalling £nil (2023 - £nil) were recognised in profit and loss.


16.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due after more than one year

Amounts owed by group undertakings
-
-
191,980
191,980

-
-
191,980
191,980


Group
Group
2024
2023
£
£

Amounts falling due within one year

Trade debtors
2,287,642
2,014,640

Other debtors
4,762,998
5,436,623

Called up share capital not paid
1,978
1,978

Prepayments and accrued income
1,122,551
1,173,369

8,175,169
8,626,610



17.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
2,975,004
2,881,067

Less: bank overdrafts
-
(6,930)

2,975,004
2,874,137


Page 27

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

18.


Creditors: Amounts falling due within one year

Group

Group
Company

Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
-
6,930
-
-

Bank loans
8,049,989
9,269,322
-
-

Other loans
8,815,259
8,815,259
-
-

Trade creditors
802,393
955,398
-
-

Amounts owed to group undertakings
-
-
492,442
488,865

Corporation tax
742,519
464,786
-
-

Other taxation and social security
698,259
284,413
-
-

Other creditors
102,645
52,896
-
-

Accruals and deferred income
7,238,417
6,017,610
-
-

26,449,481
25,866,614
492,442
488,865


At 31 December 2024, loans totalling £16,865,248 (2023 - £18,084,581) of the above balance were outstanding arising as a result of the acquisition of the group in the prior year and are as follows:

i.Loan notes of £8,815,259 (2023 - £8,815,259) are unsecured.

ii.A loan facility of £8,049,989 (2023 - £9,269,322) is secured by  way of fixed and floating charges over the assets of both the company and the group of which it is part of, in favour of Beechbrook UK SME Credit Ltd.

iii.The loan notes have fixed repayment dates of December 2022. The loan notes are subject to a deed of subordination in favour of the loan facility.
 
iv.At 31 December 2024, the loan facility was due for repayment on 31 December 2025. The loan notes and associated interest have been included within creditors: amounts due within one year at 31 December 2024. Post year end, an extension has been agreed for the loan facility with a revised repayment date of 1 October 2026.

Page 28

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

19.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
(152,000)
(152,000)



At end of year
(152,000)
(152,000)








The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
152,000
152,000

152,000
152,000


20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



10,000,000 (2023 - 10,000,000) A preference shares shares of £0.01 each
100,000
100,000
7,950,000 (2023 - 7,950,000) B preference shares shares of £0.01 each
79,500
79,500
1,944,214 (2023 - 1,944,214) Ordinary shares shares of £0.01 each
19,442
19,442

198,942

198,942



21.


Reserves

Foreign exchange reserve

This reserve represents the foreign exchange gains or losses that arise on translation of the overseas subsidiaries for consolidation.

Profit and loss account

This profit and loss account comprises all current and prior period retained profits and losses after deducting any distributions made to the company’s shareholders. The profit and loss account is fully distributable at each year end. 

Page 29

 
Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024
22.


Analysis of net debt




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

2,881,067

93,937

2,975,004

Bank overdrafts

(6,930)

6,930

-

Debt due within 1 year

(18,084,581)

1,219,333

(16,865,248)


(15,210,444)
1,320,200
(13,890,244)


23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £60,960 (2023 - £54,053). Contributions totalling £nil (2023 - £nil) were payable to the fund at the balance sheet date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
343,909
359,529

Later than 1 year and not later than 5 years
63,951
299,802

407,860
659,331

25.Other financial commitments

The company has provided a guarantee dated 15 October 2019, along with other group companies, comprising a fixed and floating charge over the assets of each company in favour of Beechbrook UK SME Credit Ltd. As at 31 December 2024, the liabilities outstanding in relation to this guarantee amounted to £8,049,989 (2023 - £9,269,322). 

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Muirfield Holdco Limited
 

 
Notes to the Financial Statements
For the Period Ended 31 December 2024

26.


Related party transactions

The company has taken advantage of the exemption from disclosing related party transactions with its fellow group members as permitted by FRS102 Section 33. 
The following are transactions with those outside of the group:


2024
2023
£
£

Loans due to those with control, joint control or significant influence
14,284,247
15,151,588
Loans due to key management personnel
181,237
168,891
Interest paid to those with control, joint control or significant influence
1,607,818
1,619,992
Interest paid to those with control, joint control or significant influence
12,354
12,354
16,085,656
16,952,825


27.


Controlling party

In the opinion of the Directors, there is no ultimate controlling party. 


Page 31