Registration number:
Carnoustie Golf Heritage and Hospitality Group Limited
for the Year Ended 31 March 2025
Carnoustie Golf Heritage and Hospitality Group Limited
Company Information
|
Directors |
J M Herberstein P K Lisiak |
|
Registered office |
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|
Auditors |
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Carnoustie Golf Heritage and Hospitality Group Limited
Directors' Report for the Year Ended 31 March 2025
The directors present their report and the consolidated financial statements for the year ended 31 March 2025.
Directors of the group
The directors who held office during the year were as follows:
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Small companies provision statement
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
Approved and authorised by the
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......................................... |
Carnoustie Golf Heritage and Hospitality Group Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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• |
select suitable accounting policies and apply them consistently; |
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• |
make judgements and accounting estimates that are reasonable and prudent; |
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• |
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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Carnoustie Golf Heritage and Hospitality Group Limited
Independent Auditor's Report to the Members of Carnoustie Golf Heritage and Hospitality Group Limited
Opinion
We have audited the financial statements of Carnoustie Golf Heritage and Hospitality Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
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 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Carnoustie Golf Heritage and Hospitality Group Limited
Independent Auditor's Report to the Members of Carnoustie Golf Heritage and Hospitality Group Limited
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Directors' Report has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept 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; |
• | we have not received all the information and explanations we require for our audit; or |
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• |
the directors were not entitled to take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 3, 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.
Carnoustie Golf Heritage and Hospitality Group Limited
Independent Auditor's Report to the Members of Carnoustie Golf Heritage and Hospitality Group Limited
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: enquiring of management concerning the group’s and parent company’s policies with regards to identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; enquiring of management concerning the group’s and parent company’s policies for detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; enquiring of management concerning the group’s and parent company’s policies in relation to the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; discussing among the engagement team where fraud might occur in the financial statements and any potential indicators of fraud; and obtaining an understanding of the legal and regulatory framework that the group and parent company operate in and focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the group and parent company. The key laws and regulations we considered in this context included the UK Companies Act 2006 and UK tax law.
One particular focus area was the risk of fraud through management override of controls. Our procedures to respond to risks identified included the following: performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reviewing the bank statements of the parent company and its subsidiaries for evidence of any unusual activity which may be indicative of fraud; enquiring of management in relation to any potential litigation and claims; and testing the appropriateness of journal entries and other adjustments.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Carnoustie Golf Heritage and Hospitality Group Limited
Independent Auditor's Report to the Members of Carnoustie Golf Heritage and Hospitality Group Limited
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
London
EC4M 7JU
Carnoustie Golf Heritage and Hospitality Group Limited
Consolidated Profit and Loss Account for the Year Ended 31 March 2025
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Note |
31 March |
31 March |
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|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
- |
|
|
|
Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Tax on loss |
- |
( |
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
Carnoustie Golf Heritage and Hospitality Group Limited
(Registration number: 13138268)
Consolidated Balance Sheet as at 31 March 2025
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Note |
31 March |
31 March |
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Fixed assets |
|||
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Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
- |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
23,112 |
12,100 |
|
|
Share premium reserve |
22,817,950 |
11,988,000 |
|
|
Other reserves |
(16,250,000) |
(6,000,000) |
|
|
Retained earnings |
(2,506,868) |
(158,711) |
|
|
Shareholders' funds |
4,084,194 |
5,841,389 |
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and FRS 102 'The Financial Reporting Standard Applicable in the UK and the Republic of Ireland'.
Approved and authorised by the
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Carnoustie Golf Heritage and Hospitality Group Limited
(Registration number: 13138268)
Balance Sheet as at 31 March 2025
|
Note |
31 March |
31 March |
|
|
Fixed assets |
|||
|
Intangible assets |
|
- |
|
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
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Current assets |
|||
|
Stocks |
|
- |
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
- |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
23,112 |
12,100 |
|
|
Share premium reserve |
22,817,950 |
11,988,000 |
|
|
Other reserves |
(16,250,000) |
(6,000,000) |
|
|
Retained earnings |
(1,483,586) |
(69,768) |
|
|
Shareholders' funds |
5,107,476 |
5,930,332 |
The company made a loss after tax for the financial year of £1,413,818 (2024 - loss of £69,768).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and FRS 102 'The Financial Reporting Standard Applicable in the UK and the Republic of Ireland';.
Approved and authorised by the
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Carnoustie Golf Heritage and Hospitality Group Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company
|
Share capital |
Share premium |
Other reserves |
Retained earnings |
Total equity |
|
|
At 1 April 2024 |
|
|
( |
( |
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
|
Share issue costs |
- |
(150,738) |
- |
- |
(150,738) |
|
Preference shares classed as debt |
- |
- |
(10,250,000) |
- |
(10,250,000) |
|
At 31 March 2025 |
|
|
( |
( |
|
|
Share capital |
Share premium |
Other reserves |
Retained earnings |
Total equity |
|
|
At 1 February 2023 |
|
- |
- |
- |
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
|
Preference shares classed as debt |
- |
- |
(6,000,000) |
- |
(6,000,000) |
|
At 31 March 2024 |
12,100 |
11,988,000 |
(6,000,000) |
(158,711) |
5,841,389 |
Carnoustie Golf Heritage and Hospitality Group Limited
Statement of Changes in Equity for the Year Ended 31 March 2025
|
Share capital |
Share premium |
Other reserves |
Retained earnings |
Total |
|
|
At 1 April 2024 |
|
|
( |
( |
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
|
Share issue costs |
- |
(150,738) |
- |
- |
(150,738) |
|
Preference shares classed as debt |
- |
- |
(10,250,000) |
- |
(10,250,000) |
|
At 31 March 2025 |
|
|
( |
( |
|
|
Share capital |
Share premium |
Other reserves |
Retained earnings |
Total |
|
|
At 1 February 2023 |
|
- |
- |
- |
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
|
Preference shares classed as debt |
- |
- |
(6,000,000) |
- |
(6,000,000) |
|
At 31 March 2024 |
12,100 |
11,988,000 |
(6,000,000) |
(69,768) |
5,930,332 |
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
General information |
The company is a private company limited by share capital, incorporated in the United Kingdom and registered in England and Wales.
The address of its registered office is:
|
Accounting policies |
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'. The group has adopted the triennial review version of FRS 102 issued in 2024 ahead of its mandatory adoption date. Adoption did not lead to any restatement of the group's existing financial information, but has led to the recognition of right-of-use assets and lease liabilities in connection with the business combination which took place in the financial year.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Going concern
While the group has incurred losses to date, due to the timing of business acquisitions and refurbishment works, the directors do not believe these are a reflection of the underlying profitability of the group's business. The group's net current liabilities of £4,984,907 include deferred income of £4,992,209 which is not expected to result in cash out flows. Additionally, as detailed in note 20, subsequent to the balance sheet date the company raised £1,825,002 through the issue of additional shares, of which £435,000 was received in the year and is included in current liabilities at the balance sheet date.
The directors have prepared detailed forecasts, including cash flows, that indicate that the group will be able to meet its liabilities as they fall due for a period of not less than twelve months for the date of approval of these financial statements.
Accordingly, the financial statements have been presented on the going concern basis.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertaking drawn up to 31 March each year.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Business combinations
A business can be acquired through obtaining control over a legal entity or acquiring or acquiring a collection of assets and liabilities which constitute an integrated set of activities.
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired business, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. In respect of those identifiable assets, the group has taken the accounting policy option within FRS 102 to only recognise the fair value of intangible assets acquired in the combination if they both arise from legal or contractual rights and are capable of being separated from the underlying business acquired.
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Separately acquired trademarks and licences are shown at historical cost. Intangible assets which are separately identified and recognised in a business combination are initially recognised at fair value on the date of the business combination where they are both separable from the underlying business acquired and arise from legal or contractual rights.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10 years straight line |
|
Intellectual property |
3 years straight line |
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition.
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Land and buildings |
3-20 years straight line |
|
Fixtures and fittings |
4-5 years straight line |
|
Office equipment |
3 years straight line |
|
Plant and machinery |
5-10 years straight line |
|
Motor vehicles |
5 years straight line |
|
Right of use assets |
Over lease term |
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials. At each reporting date, stocks are assessed for impairment. If stocks are 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.
Trade debtors
Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Leases
The group leases various equipment and cars for use in its operations.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments fixed payments (including in-substance fixed payments), less any lease incentives receivable.
Lease liabilities are measured at amortised cost. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost, being the amount of the initial measurement of lease liability,
Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.
Preference shares are classified as either equity or liability, determined by an analysis of the rights attached to each class of share.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.
The following specific recognition criteria have been applied:
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• |
hotel room revenues are recognised on a daily basis based on the date of residence; |
|
• |
golf course usage is recognised on the date of play; |
|
• |
golf club memberships are recognised on a straight line basis across the period of membership; |
|
• |
the sale of goods from the group's retail outlets is recognised at the point of sale for on-site customers and on despatch for internet orders; and |
|
• |
sale of food and beverages are recognised at the point of sale. |
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable 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; and |
|
• |
any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
31 March |
31 March |
|
|
Sale of goods |
|
|
|
Rendering of services |
|
|
|
|
|
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Operating loss |
Arrived at after charging/(crediting)
|
31 March |
31 March |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
- |
|
Foreign exchange gains |
( |
- |
|
Operating lease expense - plant and machinery |
|
- |
|
Staff costs |
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
31 March |
31 March |
|
|
Administration and support |
|
|
|
Operations |
|
- |
|
|
|
The directors did not receive any remuneration. The group has contractual arrangements with a service company which include the provision of staff engaged in the Group's operations.
|
Auditors' remuneration |
|
31 March |
31 March |
|
|
Audit of these financial statements |
20,000 |
5,500 |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
17,500 |
16,500 |
|
|
|
|
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
31 March |
31 March |
|
|
Current taxation |
||
|
UK corporation tax |
- |
|
|
Intangible assets |
Group
|
Goodwill |
Trademarks, patents and licenses |
Total |
|
|
Cost |
|||
|
At 1 April 2024 |
|
- |
|
|
Acquired through business combinations |
|
|
|
|
At 31 March 2025 |
|
|
|
|
Amortisation |
|||
|
Amortisation charge |
|
|
|
|
At 31 March 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 March 2025 |
|
|
|
|
At 31 March 2024 |
|
- |
|
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Company
|
Goodwill |
Trademarks, patents and licenses |
Total |
|
|
Cost |
|||
|
Acquired through business combinations |
|
|
|
|
At 31 March 2025 |
|
|
|
|
Amortisation |
|||
|
Amortisation charge |
|
|
|
|
At 31 March 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 March 2025 |
|
|
|
|
At 31 March 2024 |
- |
- |
- |
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Tangible assets |
Group
|
Land and buildings |
Assets under construction |
Fixtures and fittings |
Plant and machinery |
Office equipment |
Motor vehicles |
Right of use assets - equipment |
Total |
|
|
Cost |
||||||||
|
At 1 April 2024 |
|
- |
|
- |
|
- |
- |
|
|
Additions |
|
|
|
- |
|
- |
- |
|
|
Acquired through business combinations |
|
|
|
|
|
|
|
|
|
Written off |
- |
( |
- |
- |
- |
- |
- |
( |
|
Transfers |
- |
( |
|
- |
- |
- |
- |
- |
|
At 31 March 2025 |
|
|
|
|
|
|
|
|
|
Depreciation |
||||||||
|
At 1 April 2024 |
|
- |
|
- |
|
- |
- |
|
|
Charge for the year |
|
- |
|
|
|
|
|
|
|
At 31 March 2025 |
|
- |
|
|
|
|
|
|
|
Carrying amount |
||||||||
|
At 31 March 2025 |
|
|
|
|
|
|
|
|
|
At 31 March 2024 |
|
- |
|
- |
|
- |
- |
|
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Company
|
Land and buildings |
Assets under construction |
Fixtures and fittings |
Plant and machinery |
Office equipment |
Motor vehicles |
Right of use assets - equipment |
Total |
|
|
Cost |
||||||||
|
At 1 April 2024 |
- |
- |
- |
- |
|
- |
- |
|
|
Additions |
|
|
- |
- |
|
- |
- |
|
|
Acquired through business combinations |
|
|
|
|
|
|
|
|
|
Written off |
- |
( |
- |
- |
- |
- |
- |
( |
|
Transfers |
- |
( |
|
- |
- |
- |
- |
- |
|
At 31 March 2025 |
|
|
|
|
|
|
|
|
|
Depreciation |
||||||||
|
At 1 April 2024 |
- |
- |
- |
- |
|
- |
- |
|
|
Charge for the year |
|
- |
|
|
|
|
|
|
|
At 31 March 2025 |
|
- |
|
|
|
|
|
|
|
Carrying amount |
||||||||
|
At 31 March 2025 |
|
|
|
|
|
|
|
|
|
At 31 March 2024 |
- |
- |
- |
- |
|
- |
- |
|
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Investments |
Company
|
31 March |
31 March |
|
|
Investments in subsidiaries |
|
|
|
Business combinations |
On 14 February 2025 the group acquired the goodwill, trade and assets of the Carnoustie golf course.
The course contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Book value |
Revaluation adjustments |
Fair value |
|
|
Assets and liabilities acquired |
|||
|
Financial assets |
1,109,269 |
- |
|
|
Stocks |
471,229 |
- |
|
|
Tangible assets |
10,135,948 |
1,327,057 |
|
|
Identifiable intangible assets |
35,437 |
- |
|
|
Financial liabilities |
(5,146,426) |
- |
( |
|
Total identifiable assets |
6,605,457 |
1,327,057 |
|
|
Goodwill |
3,846,989 |
(1,327,057) |
|
|
Total consideration |
10,452,446 |
- |
10,452,446 |
|
Satisfied by: |
|||
|
Cash |
10,247,446 |
- |
|
|
Acquisition costs |
205,000 |
- |
|
|
Total consideration transferred |
10,452,446 |
- |
|
|
Cash flow analysis: |
|||
|
Cash consideration |
10,247,446 |
- |
|
|
Less: cash and cash equivalent balances acquired |
(1,002,850) |
- |
( |
|
Net cash outflow arising on acquisition |
9,244,596 |
- |
|
|
|
|||
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
The useful life of goodwill is
|
Stocks |
|
Group |
Company |
|||
|
31 March |
31 March |
31 March |
31 March |
|
|
Raw materials and consumables |
|
|
|
- |
|
Finished goods and goods for resale |
|
- |
|
- |
|
|
|
|
- |
|
|
Debtors |
|
Group |
Company |
|||
|
Current |
31 March |
31 March |
31 March |
31 March |
|
Trade debtors |
|
|
|
- |
|
Amounts owed by related parties |
- |
- |
|
|
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
|
- |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
31 March |
31 March |
31 March |
31 March |
|
|
Cash on hand |
|
- |
|
- |
|
Cash at bank |
|
|
|
|
|
Short-term deposits |
|
|
|
|
|
|
|
|
|
|
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Creditors |
|
Group |
Company |
||||
|
Note |
31 March |
31 March |
31 March |
31 March |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
|
- |
|
- |
|
|
Social security and other taxes |
|
|
|
|
|
|
Outstanding defined contribution pension costs |
|
- |
|
- |
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Other current financial liabilities |
|
- |
|
- |
|
|
Deferred income |
|
- |
|
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
- |
|
- |
|
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
31 March |
31 March |
31 March |
31 March |
|
|
Lease liabilities |
|
- |
|
- |
|
Redeemable preference shares |
|
- |
|
- |
|
|
- |
|
- |
|
Current loans and borrowings
|
Group |
Company |
|||
|
31 March |
31 March |
31 March |
31 March |
|
|
Lease liabilities |
|
- |
|
- |
|
Redeemable preference shares |
- |
|
- |
|
|
|
|
|
|
|
The company has discretion as to the timing of the redemption of its redeemable preference shares, but must use reasonable efforts to ensure they are redeemed within twenty years of issue. As the company has the unconditional right to defer payment for a period of more than twelve months from the balance sheet date they are classified as non-current liabilities.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Share capital |
Allotted, called up and fully paid shares
|
31 March |
31 March |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
121 |
|
100 |
|
|
|
6,742 |
|
6,000 |
|
|
- |
- |
|
6,000 |
|
|
|
16,250 |
- |
- |
|
|
|
|
|
|
On 14 February 2025 the company's 10,000 Ordinary Shares of £0.01 each were sub-divided into 10,000,000 Ordinary Shares of £0.00001 and the company's B Preference Shares were converted into C Preference Shares. On the same date 2,116,270 ordinary shares of £0.00001 were issued at par for aggregate consideration of £21 and 74,168 A Preference Shares of £0.01 each and 1,025,000 C Preference Shares of £0.01 each were issued for £10 per share, leading to aggregate consideration of £10,991,680, of which £10,991 was credited to the share capital account and £10,980,688 to the share premium account.
Rights of shares
2025
The A Preference Shares are redeemable at the option of the company, only at such time as no C Preference Shares remain in issue. Such redemption must be made prior to any dividends, other distributions or returns of capital are made to the holders of the Ordinary Shares. They do not confer any rights to dividends.
The C Preference Shares are redeemable at the option of the company at any time, but the company must use reasonable efforts to ensure that all C Preference Shares, together with the C Preference Share Redemption Premium, are redeemed within twenty years of issue. Such redemption is in preference to any payments to the holders of A Preference Shares or Ordinary Shares. They do not confer any rights to dividends, but the C Preference Share Redemption Premium accrues at 10% per annum, compounding annually. The C Preference Shares have been classified as debt in the financial statements, and the C Preference Share Redemption Premium is accrued as an interest cost in the profit and loss account.
Carnoustie Golf Heritage and Hospitality Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
2024
The A Preference Shares are redeemable at the option of the company, only at such time as no B Preference Shares or C Preference Shares remain in issue. They do not confer any rights to dividends.
The B Preference Shares are convertible to C Preference Shares or redeemable at the option of the holder, subject to certain conditions. They do not confer any rights to dividends. The B Preference Shares have been classified as debt in the financial statements.
|
Related party transactions |
The group and company owe £102,600 (2024: £nil) in respect of costs incurred on its behalf to an entity over which a director has significant influence. Additionally, the group and company owe £241,297 to a director.
|
Events after the balance sheet date |
|
|
|
|