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REGISTERED NUMBER: SC583966 (Scotland)











ALLIANCE WINE GROUP LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2023






ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3 to 4

Report of the Independent Auditors 5 to 8

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17 to 30


ALLIANCE WINE GROUP LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MAY 2023







DIRECTORS: Christian Bouteiller
Fergal Anthony Tynan
Giles Cooke
Charles Jonathan Kennett
Miriam Spiers



SECRETARY: Christian Bouteiller



REGISTERED OFFICE: 7 Beechfield Road
Willowyard Estate
Beith
Ayrshire
KA15 1LN



REGISTERED NUMBER: SC583966 (Scotland)



AUDITORS: Milne Craig
Chartered accountants
Statutory auditor
Abercorn House
79 Renfrew Road
Paisley
Renfrewshire
PA3 4DA



BANKERS: HSBC
1 Centenary Square
Birmingham
B1 1HQ

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2023

The directors present their strategic report of the company and the group for the year ended 31 May 2023.

REVIEW OF BUSINESS
The key financial highlights are as follows:
2023 2022
£ £

Turnover 45,349,469 46,709,842
Turnover growth -2.9% 44.78%
Profit before tax 1,730,385 2,421,669

The net assets of the group have increased from £3,786,407 at 31st May 2022 to £4,290,124 at 31st May 2023.

PRINCIPAL RISKS AND UNCERTAINTIES
The group is exposed to the following risks, taking in to account the cost of living crisis:

- A loss of revenue and cash flow due to lower economic activity within our key market, the UK, and in particular the hospitality sector due to people have less disposable income;

The group has a diversified business model and has continued to trade well despite the cost of living crisis. Sales through our off-trade customers both in the UK and Internationally have experienced very strong growth and have mitigated some of the adverse impact of the cost of living crisis on our trade with the hospitality sector.

Overall the Directors believe the group has responded well to the challenges thus far and has sufficient liquidity and operational capability to withstand any further shocks on the business.

FINANCIAL INSTRUMENTS
The company's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to finance the company's operations.

Trade debtors are managed in respect of credit and cashflow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

ENVIRONMENT
The company recognises the importance of its environmental responsibilities and has policies in place to manage its impact on the environment.

ON BEHALF OF THE BOARD:





Fergal Anthony Tynan - Director


13 December 2023

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MAY 2023

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2023.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of a wine merchant.

DIVIDENDS
In May 2023 the following dividends were paid:

'B' ordinary £219,521 per share
'C' ordinary £142,054 per share
'D' ordinary £177,070 per share
'E' ordinary £176,617per share
'G' ordinary £162,586 per share
'H' ordinary £190.60 per share

The total dividends paid were £895,383.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 June 2022 to the date of this report.

Christian Bouteiller
Fergal Anthony Tynan
Giles Cooke
Charles Jonathan Kennett
Miriam Spiers

DONATIONS AND EXPENDITURE
Non political donations amounting to £1,550 ( 2022- £15,000) were paid during the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MAY 2023


AUDITORS
The auditors, Milne Craig, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Fergal Anthony Tynan - Director


13 December 2023

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ALLIANCE WINE GROUP LIMITED

Opinion
We have audited the financial statements of Alliance Wine Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 31 May 2023 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ALLIANCE WINE GROUP LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ALLIANCE WINE GROUP LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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, we consider the following:
- the nature of the industry and sector, control environment and business performance including the key drivers for Directors' remuneration, bonus levels and performance targets;
- results of our enquiries of management about their own identification and assessment of the risks of irregularities;
- any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any
instances of non-compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations;
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we consider the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the cut-off of revenue recognition. In common with all audits under ISAs(UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosure in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, tax legislation and Health and Safety legislation.

In addition to the above, our procedures to respond to risks identified included the following:
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provision of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of management concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
- reading minutes of meeting of those charged with governance;
- in addressing the fraud risk in revenue cut-off, we have tested a sample of revenue/stock recorded pre year end and post year end and agreed to invoice, and stock records to assess timing of cut-off and ensure that revenue is only recognised when goods have been dispatched; and
- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ALLIANCE WINE 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 a Report of the Auditors 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.




Kirsty Mackie - BAcc CA (Senior Statutory Auditor)
for and on behalf of Milne Craig
Chartered accountants
Statutory auditor
Abercorn House
79 Renfrew Road
Paisley
Renfrewshire
PA3 4DA

13 December 2023

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 31 MAY 2023

2023 2022
Notes £    £   

TURNOVER 3 45,349,469 46,709,842

Cost of sales (35,766,665 ) (37,361,888 )
GROSS PROFIT 9,582,804 9,347,954

Distribution costs (1,022,848 ) (845,788 )
Administrative expenses (6,811,071 ) (6,079,214 )
1,748,885 2,422,952

Other operating income 48,114 66,245
OPERATING PROFIT 1,796,999 2,489,197


Interest payable and similar expenses 5 (66,614 ) (67,528 )
PROFIT BEFORE TAXATION 6 1,730,385 2,421,669

Tax on profit 7 (348,385 ) (418,719 )
PROFIT FOR THE FINANCIAL YEAR 1,382,000 2,002,950
Profit attributable to:
Owners of the parent 1,372,232 1,957,593
Non-controlling interests 9,768 45,357
1,382,000 2,002,950

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2023

2023 2022
Notes £    £   

PROFIT FOR THE YEAR 1,382,000 2,002,950


OTHER COMPREHENSIVE INCOME
Exchange differences 17,053 3,664
Purchase of own shares
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

17,053

3,664
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,399,053

2,006,614

Total comprehensive income attributable to:
Owners of the parent 1,389,285 1,961,257
Non-controlling interests 9,768 45,357
1,399,053 2,006,614

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

CONSOLIDATED BALANCE SHEET
31 MAY 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 1 1
Tangible assets 12 147,464 152,624
Investments 13 - -
147,465 152,625

CURRENT ASSETS
Stocks 14 6,748,078 5,289,637
Debtors 15 7,257,000 7,894,052
Cash at bank 851,054 1,614,251
14,856,132 14,797,940
CREDITORS
Amounts falling due within one year 16 10,166,639 10,088,009
NET CURRENT ASSETS 4,689,493 4,709,931
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,836,958

4,862,556

CREDITORS
Amounts falling due after more than one
year

17

(541,667

)

(1,066,667

)

PROVISIONS FOR LIABILITIES 22 (5,167 ) (9,482 )
NET ASSETS 4,290,124 3,786,407

CAPITAL AND RESERVES
Called up share capital 23 4,591 4,544
Capital redemption reserve 24 546 546
Retained earnings 24 4,242,525 3,748,623
4,247,662 3,753,713

NON-CONTROLLING INTERESTS 25 42,462 32,694
TOTAL EQUITY 4,290,124 3,786,407

The financial statements were approved by the Board of Directors and authorised for issue on 13 December 2023 and were signed on its behalf by:





Fergal Anthony Tynan - Director


ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

COMPANY BALANCE SHEET
31 MAY 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 49,111 49,111
49,111 49,111

CURRENT ASSETS
Debtors 15 501,263 725,855

CREDITORS
Amounts falling due within one year 16 545,643 770,282
NET CURRENT LIABILITIES (44,380 ) (44,427 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,731

4,684

CAPITAL AND RESERVES
Called up share capital 23 4,591 4,544
Capital redemption reserve 546 546
Retained earnings (406 ) (406 )
4,731 4,684

Company's profit for the financial year 895,383 1,115,126

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 13 December 2023 and were signed on its behalf by:





Fergal Anthony Tynan - Director


ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023

Called up Capital
share Retained redemption
capital earnings reserve
£    £    £   
Balance at 1 June 2021 4,544 2,908,213 546

Changes in equity
Dividends - (1,120,847 ) -
Total comprehensive income - 1,961,257 -
Balance at 31 May 2022 4,544 3,748,623 546

Changes in equity
Issue of share capital 47 - -
Dividends - (895,383 ) -
Total comprehensive income - 1,389,285 -
Balance at 31 May 2023 4,591 4,242,525 546
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1 June 2021 2,913,303 (12,663 ) 2,900,640

Changes in equity
Dividends (1,120,847 ) - (1,120,847 )
Total comprehensive income 1,961,257 45,357 2,006,614
Balance at 31 May 2022 3,753,713 32,694 3,786,407

Changes in equity
Issue of share capital 47 - 47
Dividends (895,383 ) - (895,383 )
Total comprehensive income 1,389,285 9,768 1,399,053
Balance at 31 May 2023 4,247,662 42,462 4,290,124

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 June 2021 4,544 - 546 5,090

Changes in equity
Dividends - (1,115,126 ) - (1,115,126 )
Total comprehensive income - 1,114,720 - 1,114,720
Balance at 31 May 2022 4,544 (406 ) 546 4,684

Changes in equity
Issue of share capital 47 - - 47
Dividends - (895,383 ) - (895,383 )
Total comprehensive income - 895,383 - 895,383
Balance at 31 May 2023 4,591 (406 ) 546 4,731

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MAY 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,773,894 1,344,125
Interest paid (66,614 ) (67,353 )
Interest element of hire purchase or finance
lease rental payments paid

-

(175

)
Tax paid (428,452 ) (295,385 )
Net cash from operating activities 1,278,828 981,212

Cash flows from investing activities
Purchase of intangible fixed assets - (1 )
Purchase of tangible fixed assets (69,614 ) (106,396 )
Sale of tangible fixed assets 36 46,502
Net cash from investing activities (69,578 ) (59,895 )

Cash flows from financing activities
Loan repayments in year (875,000 ) (1,333,333 )
Capital repayments in year - (1,047 )
Amount introduced by directors - 545,474
Amount withdrawn by directors (219,164 ) -
Share issue 47 -
Foreign exchange gains 17,053 3,664
Equity dividends paid (895,383 ) (1,115,126 )
Dividends paid to minority interests - (5,721 )
Net cash from financing activities (1,972,447 ) (1,906,089 )

Decrease in cash and cash equivalents (763,197 ) (984,772 )
Cash and cash equivalents at beginning of
year

2

1,614,251

2,599,023

Cash and cash equivalents at end of year 2 851,054 1,614,251

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MAY 2023

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2023 2022
£    £   
Profit before taxation 1,730,385 2,421,669
Depreciation charges 74,774 67,848
Profit on disposal of fixed assets (36 ) (11,124 )
Finance costs 66,614 67,528
1,871,737 2,545,921
Increase in stocks (1,458,441 ) (277,085 )
Decrease/(increase) in trade and other debtors 630,369 (1,242,546 )
Increase in trade and other creditors 730,229 317,835
Cash generated from operations 1,773,894 1,344,125

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 May 2023
31/5/23 1/6/22
£    £   
Cash and cash equivalents 851,054 1,614,251
Year ended 31 May 2022
31/5/22 1/6/21
£    £   
Cash and cash equivalents 1,614,251 2,599,023


3. ANALYSIS OF CHANGES IN NET DEBT

At 1/6/22 Cash flow At 31/5/23
£    £    £   
Net cash
Cash at bank 1,614,251 (763,197 ) 851,054
1,614,251 (763,197 ) 851,054
Debt
Debts falling due within 1 year (600,000 ) 350,000 (250,000 )
Debts falling due after 1 year (1,066,667 ) 525,000 (541,667 )
(1,666,667 ) 875,000 (791,667 )
Total (52,416 ) 111,803 59,387

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023

1. STATUTORY INFORMATION

Alliance Wine Group Limited is a private company, limited by shares, registered in Scotland. The company's registration number is SC583966 and registered office address is 7 Beechfield Road, Willowyard Estate, Beith, Ayrshire, KA15 1LN.

The nature of the company's operations and its principal activities is that of wine merchants.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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

Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation
The accounts include the consolidated results, of the company and its subsidiaries for the year to 31st May 2023. Merger accounting has been adopted in recognising acquisition of group companies.

Critical accounting judgements and key sources of estimation uncertainty
In preparing these financial statements, the directors have made the following judgements:

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Assets are considered for indications of impairment. If required an impairment review will be carried out and a decision made on possible impairment. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Bad debts are provided for where objective evidence of the need for a provision exists.

Inventories are assessed for evidence of obsolescence and a provision is made against any inventory unlikely to be sold, or where stock is sold post year end at a loss.

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

2. ACCOUNTING POLICIES - continued

Turnover
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Consideration is given to the point at which the Company is entitled to receive the income, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue from the provision of services is recognised in the period in which the services are provided when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due;
- the costs incurred can be measured reliably.

Rental income is included in the period in which it is earned.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 0, is being amortised evenly over its estimated useful life of nil years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Improvements to property - 10% on cost
Fixtures and fittings - 33% on cost and 20% - 25% on cost
Motor vehicles - 25% on cost

Government grants
Government grants received have been recognised in the period to which the related revenue or expenditure has been incurred. The company has benefited from the Coronavirus Job retention Scheme amounting to £Nil (2022 - £7,989).

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 ' Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transactions costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

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

Classification of 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 deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Derivative financial instruments
Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged.

Foreign currency forward contracts
Foreign currency forward contracts are recognised initially at fair value, net of transaction costs incurred. In successive periods these are measured at fair value through profit or loss. Outstanding derivatives at year end are included within other debtors.


ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

2. ACCOUNTING POLICIES - continued
Taxation
Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.

Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

If and when all conditions for retaining tax allowances for the cost of a fixed asset have been met, the deferred tax is reversed.

Deferred tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

With the exception of changes arising on the initial recognition of a business combination, the tax expense (income) is presented either in profit or loss, other comprehensive income or equity depending on the transaction that resulted in the tax expense (income).

Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors.

Deferred tax assets and deferred tax liabilities are offset only if the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the profit and loss account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

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

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

2. ACCOUNTING POLICIES - continued

Impairment of assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

Non-financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Financial assets
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal.

An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
Sales of wine 45,349,469 46,709,842
45,349,469 46,709,842

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
United Kingdom & others 45,349,469 46,709,842
45,349,469 46,709,842

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 3,813,223 3,366,583
Social security costs 351,460 293,381
Other pension costs 209,616 459,831
4,374,299 4,119,795

The average number of employees during the year was as follows:
2023 2022

Office and management 26 22
Administration and warehouse 37 35
Salespeople 19 18
82 75

The average number of employees by undertakings that were proportionately consolidated during the year was 83 (2022 - 75 ) .

2023 2022
£    £   
Directors' remuneration 236,202 219,896
Directors' pension contributions to money purchase schemes 87,395 318,495

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

Information regarding the highest paid director is as follows:
2023 2022
£    £   
Emoluments etc 14,571 12,000
Pension contributions to money purchase schemes 13,720 75,000

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank interest 505 1,437
Loan interest 66,109 65,916
Hire purchase - 175
66,614 67,528

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

6. PROFIT BEFORE TAXATION

The profit is stated after charging/(crediting):

2023 2022
£    £   
Other operating leases 100,603 64,994
Depreciation - owned assets 74,774 58,366
Depreciation - assets on hire purchase contracts or finance leases - 9,482
Profit on disposal of fixed assets (36 ) (11,124 )
Auditors' remuneration 15,000 15,000
Foreign exchange differences - (234 )

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 352,754 422,368
Over provision in prior years (54 ) (30 )
Total current tax 352,700 422,338

Deferred tax (4,315 ) (3,619 )
Tax on profit 348,385 418,719

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£    £    £   
Exchange differences 17,053 - 17,053
Purchase of own shares
17,053 - 17,053

2022
Gross Tax Net
£    £    £   
Exchange differences 3,664 - 3,664
Purchase of own shares
3,664 - 3,664

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

9. DIVIDENDS

2023 2022
£ £
'B' Ordinary £1 shares 215,521 255,639
'C' Ordinary £1 shares 142,054 237,063
'D' Ordinary £1 shares 177,070 208,894
'E' Ordinary £1 shares 176,617 201,194
'G' Ordinary £1 shares 162,586 189,326
'H' Ordinary £1 shares 17,535 23,010
895,383 1,115,126

10. DEFINED CONTRIBUTION PENSION SCHEME

The company operates a defined contribution 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 amounted to £209,619 (2022 - £459,831 ) including contributions in respect of directors and employees. Contributions due to the fund at 31st May 2023 amounted to £15,782 (2022 - £47,945).

11. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 June 2022
and 31 May 2023 110,480
AMORTISATION
At 1 June 2022
and 31 May 2023 110,479
NET BOOK VALUE
At 31 May 2023 1
At 31 May 2022 1

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

12. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
COST
At 1 June 2022 171,793 226,368 701,627 67,029 1,166,817
Additions - 44,530 25,084 - 69,614
At 31 May 2023 171,793 270,898 726,711 67,029 1,236,431
DEPRECIATION
At 1 June 2022 155,838 154,577 636,755 67,023 1,014,193
Charge for year 6,960 38,764 29,050 - 74,774
At 31 May 2023 162,798 193,341 665,805 67,023 1,088,967
NET BOOK VALUE
At 31 May 2023 8,995 77,557 60,906 6 147,464
At 31 May 2022 15,955 71,791 64,872 6 152,624

The net book value of tangible fixed assets includes £NIL in respect of assets held under hire purchase contracts or finance leases.

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 June 2022
and 31 May 2023 49,111
NET BOOK VALUE
At 31 May 2023 49,111
At 31 May 2022 49,111

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

13. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Alliance Wine Company Limited
Registered office: Scotland
Nature of business: Wine merchants
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 3,896,928 3,420,600
Profit for the year 1,377,171 1,803,720

Alliance Wine Australia PTY Limited
Registered office: Australia
Nature of business: Wine merchant
%
Class of shares: holding
A ordinary shares 90.00
2023 2022
£    £   
Aggregate capital and reserves 430,203 326,942
Profit for the year 97,678 180,240

Maison D'Alliance
Registered office: France
Nature of business: Wine Merchants
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 10,623 92,216
(Loss)/profit for the year (84,065 ) 6,627


14. STOCKS

Group
2023 2022
£    £   
Wine for resale 6,748,078 5,289,637

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade debtors 7,006,923 7,297,170 - -
Amounts owed by group undertakings - - 501,126 725,765
Other debtors 67,227 174,718 137 90
Tax recoverable 7,062 13,745 - -
Financial derivative - 194,825 - -
Prepayments 175,788 213,594 - -
7,257,000 7,894,052 501,263 725,855

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans and overdrafts (see note 18) 250,000 600,000 - -
Trade creditors 5,142,437 5,258,614 - -
Corporation tax 353,565 436,000 - -
Social security and other taxes 826,355 1,085,864 - -
Other creditors 1,456,441 28,731 17,535 23,010
Directors' current accounts 528,108 747,272 528,108 747,272
Accrued expenses 1,511,857 1,931,528 - -
Financial derivative 97,876 - - -
10,166,639 10,088,009 545,643 770,282

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2023 2022
£    £   
Bank loans (see note 18) 541,667 1,066,667

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

18. LOANS

An analysis of the maturity of loans is given below:

Group
2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank loans 250,000 600,000
Amounts falling due between one and two years:
Bank loans - 1-2 years 541,667 600,000
Amounts falling due between two and five years:
Bank loans - 2-5 years - 466,667

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 161,360 168,026
Between one and five years 120,000 645,440
281,360 813,466

20. SECURED DEBTS

The following secured debts are included within creditors:

Group
2023 2022
£    £   
Bank loans 791,667 1,666,667

The bank borrowings are secured by a bond and floating charge over the assets and debtors of the company and also by guarantee of the assignation of a life policy of one of the directors.

Hire purchase creditors are secured over the assets to which they relate.

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

21. FINANCIAL INSTRUMENTS

The carrying amount for each category of financial instrument is as follows:

2023 2022
£ £
£ £
Financial assets
Financial assets that are debt instruments measured at amortised cost 7,081,212 7,680,458
Cash and cash equivalents 851,054 1,614,251
7,932,219 6,415,203
Financial liabilities
Financial liabilities measured at amortised cost 8,654,782 8,156,481

22. PROVISIONS FOR LIABILITIES

Group
2023 2022
£    £   
Deferred tax 5,167 9,482

Group
Deferred
tax
£   
Balance at 1 June 2022 9,482
Capital allowances in advance (4,315 )
of depreciation
Balance at 31 May 2023 5,167

23. CALLED UP SHARE CAPITAL

Number Class Nominal 2023 2022
value £    £   
4,994 'A' Ordinary £1 4,494 4,994
1 'B' Ordinary £1 1 1
1 'C' Ordinary £1 1 1
1 'D' Ordinary £1 1 1
1 'E' Ordinary £1 1 1
1 'G' Ordinary £1 1 1
45 'H' Ordinary £1 92 45
4,591 4,544

All shares have equal rights.

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2023

24. RESERVES

Group
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 June 2022 3,748,623 546 3,749,169
Profit for the year 1,372,232 1,372,232
Dividends (895,383 ) (895,383 )
Exchange difference 17,053 - 17,053
At 31 May 2023 4,242,525 546 4,243,071


25. NON-CONTROLLING INTERESTS

The subsidiary company , Alliance Wine Australia PTY Limited, is only 90% owned by Alliance Wine Group Limited.

26. CAPITAL COMMITMENTS
2023 2022
£    £   
Contracted but not provided for in the
financial statements - 30,000

27. DERIVATIVES

The company has foreign currency forward contracts in place at the year-end which commit the company to purchase foreign currency at prescribed rates.

The fair value of these forward contracts committed to at the balance sheet date is a financial liability of £97,876 (2022 - £194,825 Dr).

28. RELATED PARTY DISCLOSURES

During the year the company paid rent to Alliance Wine SSAS amounting to £52,104 (2022 - £52,104) and £29,256 (2022 - £29,256) to Bermond Property Limited , a company owned by one of the directors, Chris Bouteiller.

The company also paid marketing fees to Rainbow Technology Systems Limited and Health Hub Limited, companies under the control of one of the directors, Jonathan Kennett, amounting to £Nil (2022 - £29,320 ).

All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. Total remuneration in respect of these individuals is £236,202 (2022 - £219,896).

29. ULTIMATE CONTROLLING PARTY

The company is ultimately controlled by its directors, by virtue of their individual shareholdings.