The directors present the strategic report for the year ended 31 December 2024.

The results for the year and financial position of the company are set out on pages 8 and 9 respectively. The company's key financial highlights are as follows:

The company continued to run and operate the Club to the highest possible standards, with the quality of playing surfaces and standards of service commensurate with what is now one of the finest golf clubs in the world.

There continues to be strong demand for membership, from both the UK and abroad. Membership fee ("subscription") income has increased by £1,001,663 (2023: £546,857) of which £671,318 (2023: £nil) relates to to non-recurring dues receivable for capital investment. The company's total income has increased by £1,297,767 (2023: £850,201) which represents a year-on-year increase of 18.1% (2023: 13.4%).

The directors are pleased to report that gross profit margins have remained consistent year-on-year at 89.7% (2023: 88.2%), whilst total administrative expenditure was controlled, decreasing slightly by £48,457. Administrative expenditure is analysed primarily by increases in staff expenditure and site maintenance costs which have been largely offset by movements in foreign exchange during the year. As illustrated above, the company has incurred significant exceptional costs, details of which are set out in note 4 of these financial statements, that result in a net increase in total expenditure. Notwithstanding this material exceptional spend, profit before tax rose to £231,401 (2023: £83,648).

The directors recognise the continuing need to generate capital to service its reinvestment needs and secure its long-term position as a market leader. During the year, the company invested £3,018,017 in golf course infrastructure with a further £315,985 committed at year end. This investment was primarily directed towards a new irrigation system, designed to ensure the course remains in outstanding condition for years to come.

The financial position of the company remains strong with net assets of £22,562,049 (2023: £21,082,627), an increase which reflects the result for the year, management's commitment to invest in the golf course infrastructure and despite increases in accrued expenditure linked to the exceptional spend during the year.

The company's key risk is that of recoverability of membership subscriptions, ensuring that there is enough liquidity to meet its short term obligations and its ability to continue attracting membership candidates.

Risk management

The membership subscriptions are managed in respect of credit and cash flow risk by regular monitoring of the amounts outstanding and continuing to offer the highest possible quality of facilities to ensure that there are continuing pipeline of membership candidates. Memberships are secured by the underlying investment in the share that is purchased upon becoming a member of the club.

Going concern

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date these financial statements are approved and for the foreseeable future. This assessment is based on the budgets prepared for the upcoming year and the company's prudent cash management policy. The Company therefore continues to adopt going concern basis in preparing the financial statements.

The Directors use the following key performance indicators to manage the business:

• Membership subscription revenue and membership renewal rates

• Gross profit margin

• Staff numbers and associated staff costs

• Remaining life and condition of green maintenance plant and machinery

On behalf of the board

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

The principal activity of the company in the year under review continued to be that of the operation of Queenwood Golf Club.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

On 27 Februrary 2023, Giles Helbert was appointed as Company Secretary.

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The directors refer to note 4 for further details of the company’s exceptional spend during the year. Subsequent to the year end, the company was awarded £327,762 in partial settlement of legal costs incurred relating to the on-going dispute at year end. The underlying litigation has not yet been resolved and the company has continued to incur expenditure post year end in this respect. The legal activities are being closely monitored by management, with guidance from legal advisors.

Kirk Rice LLP were re-appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 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 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Queenwood Golf Club 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, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our audit approach was developed by obtaining an understanding of the company’s activities, the key functions undertaken on behalf of the Board by management, and the overall control environment. Based on this understanding we determined an overall materiality and assessed those aspects of the company’s transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit risks and planned our audit approach accordingly.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006 and FRS 102.

We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

Using the risk assessment, alongside our understanding of the company's business and their control environment, we considered our approach to ensure sufficient coverage was obtained across the entire financial statements. Our tests included, but were not limited to:

-     Agreement of the financial statements disclosures to underlying supporting documentation;

-     Enquiries of management;

-     Considering the effectiveness of the control environment in monitoring compliance with laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Queenwood Golf Club Limited is a private company limited by shares incorporated in England and Wales. The registered office is Stonehill Road, Ottershaw, Surrey, KT16 0AQ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The club meets its working capital requirements through the advance payment of annual membership subscriptions. Subscriptions are typically paid in full, one year in advance in January. The renewal rate is therefore a key metric in attaining sufficient working capital for future use. The club had a renewal rate of 99% in 2024, which has remained consistent with the prior year (2023: 99%).true

Having reviewed the Club's performance, resources and projected cash flows, the directors have a reasonable expectation that the club has adequate resources to continue in operational existence for at least 12 months from the date of signing, and for the foreseeable future. For this reason, the directors have continued to prepare the financial statements on a going concern basis.

Turnover represents members' club subscription receivable and other golfing and ancillary income receivable from members and visitors, which is recognised on provision of services. Member's joining fees are recognised on receipt and ongoing membership fees are received in advance and released to the income statement over the relevant period.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Assets in the course of construction are not depreciated until they are brought into use.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Stocks are stated at the lower of average cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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 of the revision and future periods where the revision affects both current and future periods.

The directors have considered whether any critical estimates or judgements have been made in the preparation of these financial statements and they believe there are none to note.

Note 1:

Prior to consideration of reimbursed costs (see note 2) the company incurred gross exceptional legal and professional costs of £1,182,061 relating to a dispute and consequential expenditure which included the following:

All legal and professional fees relating to a forensic audit reported by Deloitte         £153,451

All legal and professional fees relating to Schillings, who were retained to mitigate the

damage to the club from an unwanted Sunday Times article                 £165,000

Legal costs of dealing with responses to legal complaints and correspondence

from the claimants                                 £310,163

Costs of preparing draft new articles and other work for a proposal to try and settle the

dispute                                         £116,010

Costs relating to Pre-Action Disclosure                         £408,595

Corporate advice to the Board in respect of the Queenwood Trust             £15,563

Costs related to a Member Survey                         £5,400

Other sundry costs related to the dispute                         £7,879

Note 2:

On the 12th August 2025, the High Court issued a cost order in favour of the club and ordered the Claimants, as a Part 36 settlement, to pay the company £327,762 of its Pre-Action Disclosure costs.                            

Note 3:

On 28th March 2024 the directors took the decision to repay the CJRS grant received under the government’s coronavirus support scheme in full, amounting to £484,732.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

'B', 'L', 'P', 'N', and 'International' shares can be redeemed by the member in accordance with the company's Articles of Association and the regulations of the club. A 'J' share cannot be redeemed except when converted to a 'B' or 'International' share. The 'J' share converts to a 'B' or 'International' share once the 'J' share is fully paid up.

On winding up, the 'B', 'L', 'P', 'N', 'J', and 'International' shares have priority over the 'A' shares. 'B', 'L', 'P', 'N', 'J', and 'International' shareholders will be entitled to a pro-rata amount of the most recent contribution made by a 'B', 'L', 'P', 'N', 'J', and 'International' member respectively and thereafter in the ratio of US$5 per 'B' and 'J' shares to every US$1 per each 'L', 'P', and 'International' shares and US$2.50 per 'N' share.

'A' shareholders are entitled to attend and vote at any general meeting of the company or class meeting of the A member. Whereas 'B', 'L', 'P', 'J' and 'International' shareholders are only entitled to attend and vote at any general meeting where a resolution is proposed:

• to wind up the company;

• to open the company's golf facilities to the public on a continuous basis;

• for the mandatory purchases by Members of debentures or to approve the terms of such debentures;

• to sell all or substantially all of the assets of the company; or

• to increase the maximum amount of the discount.

During the year, as part of the changes to the members at the club, there were several share allotments and redemptions.

Share allotments during the year included 22 $1 B shares, 1 $1 L Share, 3 $1 I Shares and 1 1$ J Share. 13 B shares and the 1 I share were issued for a consideration, including share premium, of $200,000 each. 9 B shares were issued for a consideration, including share premium, of $220,000 each. The L share were issued for a consideration, including share premium, of $80,000. The I shares were issued for a consideration, including share premium, on $200,000 each. The J share was issued for a consideration, including share premium, of $80,000.

Share redemptions during the year comprised 16 $1 B shares, 2 $1 N Shares and 5 $1 I shares. 8 B shares and the 5 I shares were redeemed for $200,000 each. The other 8 B shares were redeemed for $220,000 each. The N shares were redeemed for $100,000.

Share premium represents the excess of proceeds received over the nominal value of new shares issued less payments made for the redemption of shares financed wholly by a new issue of shares. The redemption amount is further reduced to the extent that the company can make a permissible capital payment.

Share capital

Share capital represents the nominal value of shares that have been issued.

Retained earnings

Retained earnings represent undistributed cumulative earnings.

Amounts contracted for but not provided in the financial statements:

The directors refer to note 4 for further details of the company’s exceptional spend during the year. Subsequent to the year end, the company was awarded £327,762 in partial settlement of legal costs incurred relating to the on-going dispute at year end. The underlying litigation has not yet been resolved and the company has continued to incur expenditure post year end in this respect. The legal activities are being closely monitored by management, with guidance from legal advisors.

During the year, the directors charged £25,373 (2023: £41,430) to the company in respect of travel and business expenses.

At 31 December 2024, the company owed £0 (2023: £304,795) to one of the directors in relation to the transfer of the controlling interest in the 'A' shares to the Board of Directors for the benefit of the members of the club. This amount is included within other creditors. The director was paid £304,795 (2023: £314,136 ) in respect of this balance during the year.

During the year, one of the directors charged £41,184 (2023: £39,308) to the company in respect of interior design services during the year.

The immediate parent of the Company is Queenwood Development Group LLC through its holding of the A shares in the Company. Queenwood Development Group LLC is registered in the United States of America and is owned by the Queenwood Trust. The ultimate controlling parties of the Company are the board of directors of the Company by virtue of their designation as trustees of the Queenwood Trust.