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Registered number: 12125788
Muirfield Finance Limited
Annual report and financial statements
For the year ended 31 December 2024
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Muirfield Finance Limited
Company Information
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Stansted Distribution Centre
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Chartered Accountants & Statutory Auditor
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Muirfield Finance Limited
Contents
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Independent auditors' report
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Statement of comprehensive income
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Statement of changes in equity
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Notes to the financial statements
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Muirfield Finance Limited
Strategic report
For the year ended 31 December 2024
The directors present their strategic report for the period ended 31 December 2024.
During the period the company's activity was that of a holding company and provision of finance for the group.
Further information in respect of the performance of the company's investments are held in those investments' relevant financial statements.
Principal risks and uncertainties
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The main risks and uncertainties affecting the company are consistent with those affecting its investments and hence the value of those investments.
Financial key performance indicators
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As the company is only a holding company which provides finance for the group and not a trading company, the board do not rely on any financial key performance indicators
This report was approved by the board and signed on its behalf.
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Mr J P Helas
Director
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Page 1
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Muirfield Finance 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' responsibilities statement
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The directors are responsible for preparing the Strategic report, the Directors' 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 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £2,015,411 (2023 - loss £2,062,043).
The directors do not recommend the payment of a dividend.
The directors who served during the year were:
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Mr A S Farmer (resigned 20 January 2025)
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The company is expected to receive investment income from its investments.
Page 2
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Muirfield Finance Limited
Directors' report (continued)
For the year ended 31 December 2024
Disclosure of information to auditors
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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'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's auditors are aware of that information.
The auditors, Kreston Reeves LLP, will 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.
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Mr J P Helas
Director
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Page 3
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Muirfield Finance Limited
Independent auditors' report to the members of Muirfield Finance Limited
We have audited the financial statements of Muirfield Finance Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Page 4
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Muirfield Finance Limited
Independent auditors' report to the members of Muirfield Finance Limited (continued)
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial 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
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In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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, 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.
Responsibilities of directors
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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 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.
Page 5
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Muirfield Finance Limited
Independent auditors' report to the members of Muirfield Finance Limited (continued)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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; to obtain sufficient appropriate evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriate to those risks.
Based on our understanding of the company and industry we identified the principal risks of non-compliance with laws and regulations. We considered the extent to which non-compliance may have a material effect on the financial statements. We also considered those laws and regulations which have a direct impact on the preparation of the financial statement such as the Companies Act 2006 and taxation legislation. 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 management override, Audit procedures performed by the engagement team included:
∙Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations and fraud; and
∙Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud; and
∙Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
∙Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside of the normal course of business; and
∙Reading minutes of meetings of those charged with governance; and
∙Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions.
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.
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.
Page 6
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Muirfield Finance Limited
Independent auditors' report to the members of Muirfield Finance Limited (continued)
∙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 Company'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 Company'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 Company 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.
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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
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
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Muirfield Finance Limited
Statement of comprehensive income
For the year ended 31 December 2024
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Interest payable and similar expenses
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Loss for the financial year
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 11 to 18 form part of these financial statements.
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Page 8
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Muirfield Finance Limited
Registered number: 12125788
Balance sheet
As at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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Mr J P Helas
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Mr R J Inglis
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The notes on pages 11 to 18 form part of these financial statements.
Page 9
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Muirfield Finance Limited
Statement of changes in equity
For the year ended 31 December 2024
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 11 to 18 form part of these financial statements.
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Page 10
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Muirfield Finance Limited
Notes to the financial statements
For the year ended 31 December 2024
Muirfield Finance Limited is a private company limited by shares and is incorporated in England and Wales with a registration number of 12125788. The address of the registered office is Units 16 - 17, Stansted Distribution Centre, Start Hill, Great Hallingbury, Hertfordshire, CM22 7DG.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The functional and presentational currency of the financial statements is Pounds Sterling.
The company's financial statements are presented to the nearest £1.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Muirfield Holdco Limited as at 31 December 2024 and these financial statements may be obtained from Unit 16 and 17, Stansted Distribution Centre, Start Hill, Great Hallingbury, Hertfordshire, CM22 7DG.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
Page 11
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Muirfield Finance Limited
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Having reviewed the funding facilities available to the company 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 company 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 1 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.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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 operates and generates income.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Page 12
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Muirfield Finance Limited
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
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 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 Company 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.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the company’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 in which the estimate is revised where the revision affects both current and future periods.
In preparing these financial statements, the Directors have made the following judgements:
Impairment of investments
Annually the company considers whether the fixed asset investments are impaired. This includes consideration of the economic viability and expected future financial performance of the investment.
Page 13
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Muirfield Finance Limited
Notes to the financial statements
For the year ended 31 December 2024
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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The company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).
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Interest payable and similar expenses
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Other loan interest payable
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Page 14
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Muirfield Finance Limited
Notes to the financial statements
For the year ended 31 December 2024
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 -the same as) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%) as set out below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -23.5%)
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Unrelieved tax losses carried forward
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Total tax charge for the year
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Factors that may affect future tax charges
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At 31 December 2024, the company had unrelieved tax losses carried forward of £3,099,647.
Page 15
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Muirfield Finance Limited
Notes to the financial statements
For the year ended 31 December 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Motocaddy Holdings Limited
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Motocaddy Golf Ireland Limited*
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The registered office address of Motocaddy Holdings Limited is Stansted Distribution Centre, Start Hill, Great Hallingbury, Hertfordshire, CM22 7DG.
The registered office address of 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 Golf Ireland Limited is Unit 2B, DAOL, Business Centre, Tramore Road, Ballyphehane, Cork, Ireland, T12 KC92.
The registered office address of Motocaddy EMEA GmbH (formerly B+M Golf Vertriebs GmbH) is Dieselstr. 27b, D-44805 Bochum, Germany.
* Indirect subsidiary undertaking
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Called up share capital not paid
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Page 16
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Muirfield Finance Limited
Notes to the financial statements
For the year ended 31 December 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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At 31 December 2024, a total of £16,865,248 (2023: £17,815,259) of loan notes arising as a result of the acquisition of the group remain outstanding.
i. Loan notes of £8,815,259 (2023: £8,815,259) are unsecured and are payable to group undertakings.
ii. The 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 surbordination in favour of the loan facility.
iv. At 31 December 2024, the loan facility was due for repayment on 31 December 2025. Post year end, an extension has been agreed for the loan facility with a revised repayment date of 1 October 2026.
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Allotted, called up and fully paid
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2 (2023 -2) Ordinary shares shares of £1 each
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Profit and loss account
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
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Related party transactions
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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:
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Loans due to those with control, joint control or significant influence
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Interest paid to those with control, joint control or significant influence
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Muirfield Finance Limited
Notes to the financial statements
For the year ended 31 December 2024
Muirfield Finance Limited is a wholly owned subsidiary of Muirfield Midco Limited, the immediate parent company incorporated in England and Wales.
The ultimate parent company is Muirfield Holdco Limited, a company also incorporated in England and Wales.
The consolidated financial statements of Muirfield Holdco Limited are available upon request from Unit 16 and 17, Stansted Distribution Centre, Start Hill, Great Hallingbury, Hertfordshire, CM22 7DG.
In the opinion of the directors there is no controlling party.
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