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Registered number: 04889650 CLUBHOUSE GOLF LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CLUBHOUSE GOLF LIMITED
COMPANY INFORMATION
Directors | B Reeves
| S Reeves
| A Whitfield
| N Brindley
Registered number | 04889650
Registered office | Units 1-4 Raglan Court
| Birchwood
| Warrington
| WA3 6SZ
Independent auditor | Grant Thornton UK LLP
| Chartered Accountants & Statutory Auditor
| 7th Floor
| City Square House
| 11 Wellington Street
| Leeds
| LS1 4DL
Bankers | Virgin Money
| 48-50 Market Street
| Manchester
| M1 1PW
CLUBHOUSE GOLF LIMITED
CONTENTS
| Page
Strategic Report | 1 - 3
Directors' Report | 4 - 6
Independent Auditor's Report | 7 - 11
Statement of Income and Retained Earnings | 12
Statement of Financial Position | 13
Notes to the Financial Statements | 14 - 28
CLUBHOUSE GOLF LIMITED
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the Strategic Report, together with the audited financial statements for the year ended 31 December 2025.
The business review
The directors are pleased with the overall performance for the financial year, from a trading; cash generation and also customer satisfaction perspective. Trading The company recorded turnover in the financial year of £58,798,735, representing an uplift of £4,985,201 (+9.3%) when compared to 2024. Given the highly competitive nature of the Industry, the directors believe that this represents a highly respectable return on the strategies and decisions from within the financial year. Cash Whilst cash generation in the year on paper may have only increased throughout the year by c.£376k, over the course of 2025 the company repaid £1.4m of Intercompany Loans, and at the end of 2025 carried no financial liabilities in terms of external borrowings. Customer satisfaction With a large emphasis on the end-to-end customer experience and journey, the directors are pleased to see the customer-led TrustPilot rating as at the year-end remain at 4.8, as with the end of December 2024. This is due to excellent work across all the different departments within the company, supporting strongly at the tail end by the Customer Experience department which has continued to go from strength to strength.
Principal activity
The principal activity of the company was the online retailing of golf products.
Principal risks and uncertainties
IT systems The company relies on the efficient and uninterrupted operation of both its IT system and the internet. System problems and the internet problems can result in customer orders going unprocessed which could result in delays to order deliveries. The company reduces its exposure to these risks by ensuring that its systems are continuously monitored and updated. Internal systems have strong controls and measures in place to reduce risk of downtime and security breaches. The servers are backed up in a remote location to mitigate the risk of hardware and software failure. Insurance is in place to protect against cyber risk, and security thresholds are assessed on a continuous basis. Financial risk management Objectives and policies The principal financial instruments of the company are bank balances and trade creditors, with additional funding provided as and when required via Intercompany Loans from pooled group resources. Page 1
CLUBHOUSE GOLF LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Financial risk management (continued) Price risk, liquidity risk and cash flow risk The company does not currently have any investments and is therefore not subject to price risks. Purchase prices are monitored by the buying department; the company is not dependent on any single supplier. Credit risk Sales receipts from ecommerce sales are received immediately before despatch of goods therefore reducing credit risk. Liquidity risk and cash flow risk Working capital is largely funded through internally generated funds with additional funding provided as and when required via Intercompany Loans from pooled group resources. Cashflow risk Customers are also able to access third party financing to fund certain purchases made meaning customers pay in full at the point of purchases in all instances.
Key performance indicators
The company's key financial and other performance indicators during the period were as follows: Gross Margin: 30% (31 December 2024: 28%) Stock: £11,155,473 (31 December 2024: £11,634,300) Payment processing costs: 2.12% (31 December 2024: 2.09%) Turnover per head: £675,848 (31 December 2024: £625,739) Management also monitor non-financial key performance indicators: Average headcount: 87 (2024: 86) TrustPilot review score 2025: 4.8 (2024: 4.8) Key performance indicators are monitored on a monthly basis by the board and given the growth in turnover per head at the same time as maintaining Gross Margin levels and increasing customer satisfaction, the board of directors are pleased with the year on year movements.
Directors' statement of compliance with duty to promote the success of the company
The board of directors, in line with their duties under S172 of the Companies Act 2006, act in a way they consider, in good faith and would be most likely to promote the success for the company for the benefit its members as a whole. As part of the board’s decision-making process, the board considers the potential impact of decisions on relevant stakeholders whilst also having regard to a number of wider factors, including the impact of our activities on the Community and Environment, responsible business practices and the likely consequences of decisions in the long term. The board considers that throughout the year, it has acted in a way and made decisions that would most likely promote the success of the business for the benefit of its stakeholders as a whole, with particular regard to: The likely consequences of any decision in the long term The board aims to create value for all stakeholders in the short, medium and long-term. Understanding the needs and expectations of our stakeholders is a key part of achieving our long-term goals. Page 2
CLUBHOUSE GOLF LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Directors' statement of compliance with duty to promote the success of the company (continued) The interests of the company’s employee’s The board places considerable value on the involvement of its employees and the quality and commitment of our workforce has played a major role in our business success. Employees have continued to be informed on matters affecting them as employees and also on various factors affecting the performance of the company. This is achieved through formal and informal meetings and employees are consulted regularly on a wide range of matters affecting their current and future interests. The need to foster relationships with suppliers, customers and other stakeholders The board are committed to developing and maintaining key stakeholder relationships that includes our customers, suppliers, lenders and all other appropriate stakeholders. The board always tries to ensure that it has visibility of these relationships at all times so that it is able to take stakeholder considerations into account when it makes key decisions. The impact of the company’s operations on the community and environment The board manages its environmental, social and governance impacts and performance. We protect the health and safety of our people and embrace the communities where we live and work. During the year covered by this report, the company has not incurred any fines or penalties or been investigated for any breach of environmental regulations. The desirability of the company maintaining a reputation for high standards of business conduct The board acknowledge that culture, values and standards are essential contributory factors to creating and sustaining value and enabling it to maintain a reputation for high standards of business conduct. The culture, values and standards guide and assist in the board’s decision making, and in doing so, help promote the company’s success. The need to act fairly between shareholders of the company The principles of section 172 of the Companies Act are consistent with the approach taken by the company. This report was approved by the board and signed on its behalf.
B Reeves Director
Date: 1 April 2026
Page 3
CLUBHOUSE GOLF LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Principal activity
The principal activity of the company was the online retailing of golf products.
Results and dividends
The profit for the year, after taxation, amounted to £1,312,133 (2024: £1,565,581). The dividends paid and payable during the period amounted to £Nil (2024: £Nil).
Directors
The directors who served during the year, and up to the date of signing this report, were:
B Reeves
S Reeves
A Whitfield
N Brindley
Directors' Responsibilities Statement
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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 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 and 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; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ∙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.
Qualifying third party indemnity provisions
All directors benefited from qualifying indemnity insurance policies in place during the financial year. Page 4
CLUBHOUSE GOLF LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Matters covered in the Strategic Report
In accordance with s414C(11) of the Companies Act, the company has chosen to include information in respect of its financial risk management objectives and policies and exposure to risk and the need to foster relationships with suppliers, customers and other stakeholders in the Strategic Report. This information would otherwise be required by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008' to be contained in the Directors' Report.
Going concern
After reviewing the company’s forecasts and projections, taking account of reasonably possible changes in trading performance, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the forecast period to 31 December 2027. The directors have also considered the cross guarantees provided by the company for the banking facilities held by the Fade Bidco group and the availability of intragroup funding from these facilities should it be required. The directors do not believe there are any material uncertainties regarding the company’s ability to operate as a going concern and, accordingly, the company continues to adopt the going concern basis in preparing its financial statements.
Streamlined energy and carbon reporting
The company has taken the exemption available to subsidiary companies not to disclose information in respect of greenhouse gas emissions, energy consumption and energy efficiency action given this is disclosed in the consolidated financial statements of the ultimate parent company, Hamsard 3425 Limited.
Future developments
As referenced in previous years, the golf market remains intense, and there will always be factors outside of the company’s control that will affect results, such as government controlled financial / economic policies and also the ever changing but very impactful weather conditions. With the launching in 2025 of a strategic partnership with Pitch Golf (acting as at the year-end in 2 different locations within the UK as their official custom fitting partner), the business continues to explore avenues of further growth potential. The company also continues to further evolve & develop strong relationships with the key brands within the market, and looks to leverage these relationships for the economic gain of the company, whether in terms of purchasing or marketing support. Aside from a targeted focus on new customer acquisitions, internal operations, processes and procedures undergo continuous review and development in order to ensure that customers come back to Clubhouse Golf and that their end-to-end experience keeps us at the forefront of their minds for future purchases.
Subsequent events
There have been no significant events affecting the company since the reporting date.
Disclosure of information to auditor
The directors confirm that: ∙so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and ∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. Page 5
CLUBHOUSE GOLF LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditor
The auditor, Grant Thornton UK 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.
B Reeves Director
Date: 1 April 2026
Page 6
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CLUBHOUSE GOLF LIMITED
Opinion
We have audited the financial statements of Clubhouse Golf Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position 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 company's affairs as at 31 December 2025 and of its profit for the year then ended; ∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙the financial statements 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
We are responsible for concluding 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 report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern. In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as inflationary pressure and higher interest rates, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period. Page 7
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CLUBHOUSE GOLF LIMITED (CONTINUED) Conclusions relating to going concern (continued) 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 and financial statements, other than the financial statements and our Auditor’s Report thereon. The directors are responsible for the other information contained within the Annual Report and financial statements. 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 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 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 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. Page 8
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CLUBHOUSE GOLF LIMITED (CONTINUED)
Matter on which we are required to report under the Companies Act 2006
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. Matters on which we are required to report by exception 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
As explained more fully in the Directors' Report set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Page 9
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CLUBHOUSE GOLF LIMITED (CONTINUED)
Auditor's 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: ∙We obtained an understanding of the legal and regulatory frameworks applicable to the company, and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006; ∙We obtained an understanding of how the company were complying with those legal and regulatory frameworks by making enquiries of management. We enquired of management whether they were aware of instances of non-compliance with laws and regulations, or whether they had any knowledge of actual, suspected or alleged fraud. We corroborated the results to relevant supporting documentation; ∙We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. The engagement team's discussions in respect of potential non-compliance with laws and regulations and fraud included the risk of fraud in revenue recognition. Audit procedures performed by the engagement team included: −Evaluation of the processes and controls established to address the risks related to irregularities and fraud; −Challenging assumptions and judgements made by management in its significant accounting estimates; −Identifying and testing of unusual journal entries; and −Identifying and testing related party transactions. ∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed noncompliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; ∙The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's knowledge of the industry in which the company operates and the engagement team's understanding of, and practical experience through training and participation with audit engagements of a similar nature; and Page 10
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CLUBHOUSE GOLF LIMITED (CONTINUED) Auditor's responsibilities for the audit of the financial statements (continued) ∙In assessing the potential risks of material misstatement, we obtained an understanding of: −The company's operations, including the nature of its revenue sources, expected financial statement disclosures and business risks that may result in risk of material misstatement; and −The company's control environment including the adequacy of procedures for authorisation of transactions. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. Use of our report This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Katy Doherty Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Leeds 1 April 2026 Page 11
CLUBHOUSE GOLF LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 58,798,735 | 53,813,534
Cost of sales |  | (41,219,630) | (38,837,236)
Gross profit |  | 17,579,105 | 14,976,298
Administrative expenses |  | (15,699,094) | (12,757,817)
Operating profit | 5 | 1,880,011 | 2,218,481
Interest payable and similar expenses | 9 | (68,147) | (130,292)
Profit before tax |  | 1,811,864 | 2,088,189
Tax on profit | 10 | (499,731) | (522,608)
Profit after tax |  | 1,312,133 | 1,565,581
Retained earnings at the beginning of the year |  | 19,689,021 | 18,123,440
Profit for the year |  | 1,312,133 | 1,565,581
Retained earnings at the end of the year |  | 21,001,154 | 19,689,021
There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Income and Retained Earnings.
The notes on pages 14 to 28 form part of these financial statements.
Page 12
CLUBHOUSE GOLF LIMITED REGISTERED NUMBER:04889650
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 827,536 |  | 948,084
Tangible assets | 12 |  | 963,505 |  | 1,022,234
|  |  | 1,791,041 |  | 1,970,318
Current assets |  |  |  |  |
Stocks | 13 | 11,155,473 |  | 11,634,300 |
Debtors: amounts falling due within one year | 14 | 13,876,020 |  | 13,689,140 |
Cash at bank and in hand |  | 3,031,510 |  | 2,655,044 |
|  | 28,063,003 |  | 27,978,484 |
Creditors: amounts falling due within one year | 15 | (8,455,522) |  | (9,819,435) |
Net current assets |  |  | 19,607,481 |  | 18,159,049
Total assets less current liabilities |  |  | 21,398,522 |  | 20,129,367
Provisions for liabilities |  |  |  |  |
Deferred tax | 16 |  | (397,268) |  | (440,246)
Net assets |  |  | 21,001,254 |  | 19,689,121
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 100 |  | 100
Profit and loss account | 18 |  | 21,001,154 |  | 19,689,021
Total equity |  |  | 21,001,254 |  | 19,689,121
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
B Reeves
Director
Date: 1 April 2026
The notes on pages 14 to 28 form part of these financial statements. Page 13
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Clubhouse Golf Limited is a private company limited by shares, incorporated in England and Wales. Its registered number 04889650, and its registered head office is located at Units 1-4 Raglan Court, Birchwood, Warrington, WA3 6SZ. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The 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 following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
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; and ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Hamsard 3425 Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.
| 2.3 | Going concern
After reviewing the company’s forecasts and projections, taking account of reasonably possible changes in trading performance, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the forecast period to 31 December 2027. The directors have also considered the cross guarantees provided by the company for the banking facilities held by the Fade Bidco group and the availability of intragroup funding from these facilities should it be required. The directors do not believe there are any material uncertainties regarding the company’s ability to operate as a going concern and, accordingly, the company continues to adopt the going concern basis in preparing its financial statements. Page 14
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The company’s functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit or loss with 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Revenue recognition
The turnover shown in the Statement of Income and Retained Earnings represents income derived from the online retailing of golfing products during the period, exclusive of Value Added Tax, other sales taxes and expected returns. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery to the customer), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.6 | Rebate income
Rebate income is recognised as a deduction from cost of sales on an accruals basis, calculated based on the expected entitlement that has been earned up to the Statement of Financial Position date for each relevant rebate contract. Page 15
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Pensions
Defined contribution pension plan The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.
| 2.8 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.9 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Intangible assets are considered to have a finite useful life and are amortised on the following basis. SAP software - 20% straight line Other software - 33% reducing balance Page 16
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. Depreciation is provided on the following basis:
|  |  |  | Property improvements | - | 10%-20% straight line
|  |  |  | Motor vehicles | - | 25% reducing balance
|  |  |  | Equipment | - | 15%-33% reducing balance
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.11 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.12 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.13 | Provisions for liabilities
Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position. Page 17
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Financial instruments
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the company's Statement of Financial Position when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities. Page 18
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Financial instruments (continued)
Basic financial liabilities (continued) Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled. Page 19
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets. liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the Statement of Comprehensive Income, when, and if, better information is obtained. Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relates to the following: Estimates Stock valuation The stock provision is determined based on management’s knowledge and experience of stock movement and an appropriate provision is then applied and is based on the mark down that management would expect to sell the stock at. (note 13) Judgements In the process of preparing the financial statements, no significant judgements were applied.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sale of golfing products | 58,798,735 | 53,813,534
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 50,540,884 | 44,544,386
| Rest of Europe | 8,257,851 | 9,269,148
|  | 58,798,735 | 53,813,534
Page 20
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Operating lease payments | 444,627 | 444,859
| Amortisation of intangible asset | 416,520 | 335,109
| Depreciation of tangible fixed assets | 173,298 | 168,603
6. | Auditor's remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditor and its associates for the audit of the company's annual financial statements | 43,561 | 41,886
| The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 3,702,858 | 3,225,008
| Social security costs | 405,357 | 300,035
| Cost of defined contribution scheme | 128,187 | 68,609
|  | 4,236,402 | 3,593,652
Page 21
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 7.Employees (continued)
| The average number of persons employed by the company during the year, including the directors, was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Directors | 4 | 4
|  | Sales | 3 | 3
|  | Store and custom fit | 10 | 9
|  | Admin | 27 | 28
|  | Warehouse | 43 | 42
|  |  | 87 | 86
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 714,250 | 537,942
| Company contributions to defined contribution pension schemes | 64,187 | 9,043
|  | 778,437 | 546,985
| During the year retirement benefits were accruing to 4 directors (2024: 4) in respect of defined contribution pension schemes.
| The emoluments for the highest paid director totalled £345,000 (2024: £195,000), including £27,146 (2024: £1,761) attributable pension contributions to money purchase pension schemes.
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Intercompany interest payable | 68,147 | 130,292
Page 22
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 564,522 | 418,418
| Adjustments in respect of previous periods | (23,152) | (1,558)
| Group taxation relief | 1,339 | 133,387
| Total current tax | 542,709 | 550,247
| Deferred tax |  |
| Origination and reversal of timing differences | (42,894) | (27,639)
| Adjustments in respect of prior periods | (84) | -
| Total deferred tax | (42,978) | (27,639)
| Tax on profit | 499,731 | 522,608
| Factors affecting tax charge for the year The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024:25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,811,864 | 2,088,189
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 452,966 | 522,047
| Effects of: |  |
| Expenses not deductible for tax purposes | 68,880 | 1,148
| Fixed asset timing differences | 1,121 | 948
| Group relief claimed | (1,339) | (133,364)
| Group relief payment | 1,339 | 133,387
| Adjustment to previous periods - deferred tax | (84) | -
| Adjustment to previous periods | (23,152) | (1,558)
| Total tax charge for the year | 499,731 | 522,608
| Factors that may affect future tax charges
Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the balance sheet date. Page 23
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Intangible assets
|  | Software costs
|  | £
| Cost |
| At 1 January 2025 | 1,919,602
| Additions | 295,972
| At 31 December 2025 | 2,215,574
| Amortisation |
| At 1 January 2025 | 971,518
| Charge for the year | 416,520
| At 31 December 2025 | 1,388,038
| Net book value |
| At 31 December 2025 | 827,536
| At 31 December 2024 | 948,084
| Amortisation on intangible assets is charged to administrative expenses. The SAP system had a carrying value of £471,383 (2024: £670,185). The remaining amortisation period is approximately 18 months.
Page 24
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
|  | Property improvements | Motor vehicles | Equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 1,193,765 | 19,450 | 528,240 | 1,741,455
| Additions | 63,329 | - | 51,240 | 114,569
| At 31 December 2025 | 1,257,094 | 19,450 | 579,480 | 1,856,024
| Depreciation |  |  |  |
| At 1 January 2025 | 403,713 | 17,900 | 297,608 | 719,221
| Charge for the year | 117,183 | 388 | 55,727 | 173,298
| At 31 December 2025 | 520,896 | 18,288 | 353,335 | 892,519
| Net book value |  |  |  |
| At 31 December 2025 | 736,198 | 1,162 | 226,145 | 963,505
| At 31 December 2024 | 790,052 | 1,550 | 230,632 | 1,022,234
13. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Goods for resale | 11,155,473 | 11,634,300
| Impairment provided for totalling £1,600,830 (2024: £903,845) has been recognised in the Statement of Income and Retained Earnings.
Page 25
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Debtors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts due from parent undertaking | 12,694,583 | 12,581,895
| Other debtors | 811,302 | 681,552
| Prepayments | 370,135 | 425,693
|  | 13,876,020 | 13,689,140
| Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.
15. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 5,795,160 | 5,654,644
| Amounts owed to group undertakings | 225,639 | -
| Corporation tax | 558,801 | 266,484
| Other taxation and social security | 806,585 | 904,573
| Accruals and deferred income | 1,069,337 | 2,993,734
|  | 8,455,522 | 9,819,435
| In 2024, the accruals and deferred income balance included £1,414,590 which was owed to a group company which has been subsequently repaid during the current year.
16. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (440,246) | (467,885)
| Charge to profit or loss | 42,978 | 27,639
| At end of year | (397,268) | (440,246)
Page 26
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 16.Deferred taxation (continued)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fixed asset timing differences | (401,037) | (443,403)
| Short term timing differences | 3,769 | 3,157
|  | (397,268) | (440,246)
17. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2024: 100) Ordinary shares of £1 each | 100 | 100
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
18. | Reserves
The company's capital and reserves are as follows: Profit and loss account This reserve records retained earnings and accumulated losses.
19. | Pension commitments
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £128,187 (2024: £68,609). Contributions totalling £15,073 (2024: £12,758) were payable to the fund at the reporting date and are included in creditors. Page 27
CLUBHOUSE GOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Commitments under operating leases
| At the reporting date the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 517,294 | 519,717
| Later than 1 year and not later than 5 years | 1,962,552 | 1,989,208
| Later than 5 years | 81,773 | 572,411
|  | 2,561,619 | 3,081,336
21. | Financial guarantee
The company and wider group are cross guarantors to the banking facilities held by the Fade BidCo group. The guarantee is secured by a charge on the company and the groups assets. As at the 31 December 2025 the principal and accrued interest totalled EUR 111,223,369 (2024: 101,283,578).
22. | Subsequent events
There have been no significant events affecting the company since the reporting date.
23. | Controlling party
The immediate parent undertaking is Hamsard 3425 Limited, a company incorporated in England and Wales, by virtue of its ownership of the entire share capital. The smallest group in which the results of the company are consolidated is that headed by Hamsard 3425 Limited. The consolidated financial statements of this company are publicly available from Companies House. The ultimate parent company is Fade Investment II S.À R.L., a company registered in Luxembourg. The ultimate controlling party is Bregal Unternehmerkapital III-A SCSp. The largest group in which the results of the company are consolidated is that headed by Fade BidCo GmbH, a company incorporated in Germany.
Page 28