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Boutinot Limited
Registered number: 01530086
Annual report and financial statements
For the year ended 31 August 2024
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BOUTINOT LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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BOUTINOT LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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BOUTINOT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
The directors present the Company's strategic report and financial statements for the year ended 31 August 2024.
The business continued to perform well during the year ended 31 August 2024 despite the ongoing testing trading environment. Investing for future growth via new IT infrastructure and the continued expansion of our project management, sales and marketing teams. Focusing on strategic growth areas, the business coped well with the market challenges posed from the cost-of-living crisis, legislation changes in alcohol duty, higher interest rates and inflationary pressures which contributed to a reduction in profit for the year. Total Boutinot Limited sales for the year to 31 August 2024 are reported at £135,134,195 (2023: £139,277,276), generating a profit before tax of £690,062 (2023: £2,437,731).
The movement in turnover and the resulting decrease in profits are a result of inflationary and interest rate pressures that most businesses have had to endure over the last few years.
Despite the high inflationary pressures, the business continued to strategically hold its prices wherever possible to maintain and further increase market share and minimise inflationary pressure to the hospitality sector. The lower than inflationary annual price increase across the range has resulted in strong customer loyalty from our trading partners, but did contribute to a decline in overall profitability. The gross profit margin % did slightly decline to 11.8% (2023: 11.9%). Margin pressures remain in this competitive marketplace.
UK Sales to the independent retail sector were strong throughout, with growth in both our North and South On-trade sectors. The challenges impacting the On-trade sector which is still recovering from the pandemic and cost of living crisis were met and overcome with growth in sales to restaurants and bars year on year, with noticeable sales in the UK brewer’s sector. It was another great year for sales to our independent retailers and regional wholesalers with further year on year growth consolidating our position as the No.1 supplier to the independent sector which is the core heartbeat and foundation of Boutinot’s origins.
The UK national supermarket arena was the only sector where sales continued to decline as margin pressures prevailed with lower stock inventories held by retailers. Post the year end, growth has resumed with notable listings with most of the UK’s largest supermarkets and several successful Christmas campaigns. This sector remains extremely price sensitive and is not helped by future introductions of new waste management legislation and levy’s such as EPR and increased PRN charges from April 2025 and further taxation via the continuation of the alcohol duty reform in February 2025 adding to the price of goods.
Internationally, turnover continued to decline as sales throughout Europe continued to be affected by the cost-of-living crisis and economic uncertainty. Volumes were also impacted in our emerging markets of the Far East and UAE. Post the year end we have seen a halt to this decline and are currently trading up year on year with positive margin improvements.
Notable adverse movements in costs year on year include interest charges (£0.3m), salary inflation and team expansion (£0.6m), prudent debtor provisions (£0.4m) all contributed to the increase in the cost of running the business. However, our investments, IT infrastructure and in the team’s growth and development help to align further with the company’s vision and strategy, driving future business growth and long-term profitability.
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BOUTINOT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Boutinot Limited continued to stand up well to global challenges helped by its strategy of serving all trade sectors in its UK and international markets and the ongoing actions of the management team. Post the year end the business has continued to perform well delivering results in line with expectations. The group has continued to reinvest for the future longer-term sustainability of the business by expanding the teams with the creation of a wider group led Marketing, People and IT team. Supported by capital projects including a new corporate ERP system delivered in the 2nd half of 2024 and the development of a new website and ecommerce platform due for launch in summer 2025 which will enhance medium term revenue and profit growth, ensuring a robust IT infrastructure that is fit for future. Together with the addition of an exciting new range of products including a range of low and no alcoholic Spirits and Wines showing the business’s eagerness to continue to embrace and adapt to the ever changing competitive landscape providing a unique offering of retail, wholesale, production and distribution to the global wine sector.
The investments in the wider Group in systems, marketing and production, through vineyards and wineries around the world through our parent company, have enabled the expansion of our range of “Home” grown (own produced) award winning wines, which will see branded products from Masion Boutinot (France), Wildeberg (South Africa), Heaphy (New Zealand) and Henners (England) have a growing presence in the wine list of restaurants, wholesalers and retailers throughout the coming years. Boutinot in the UK was again voted “no.1 Supplier” by the readers of The Wine Merchant Magazine and our Wildeberg winery voted winery of the year in South Africa for the third year running. Alongside our network of global producers and suppliers, Boutinot’s skill set of expertly sourcing and producing quality wines and spirits, carefully curated over many years to the market, results in our wine portfolio continuing to grow from strength to strength.
The business continues to embrace the ever-changing working environment, our ESG journey continues with the formation of a sustainability team and the engagement of external partners to gather and measure our Scope 3 environmental reporting data as we progress our journey towards a reduced carbon future. Carbon neutrality training for all members of the management teams has been undertaken in the year.
The marketplace remains competitive and challenging, but Boutinot Limited is well positioned with a loyal longstanding client base, with trusted suppliers and producers balanced across each of the market sectors.
The business will continue to embrace, grow, and adapt to this ever-changing market with confidence, with a clear mission for strong future growth and profitability.
The business has remained financially strong, with its bankers (HSBC) continuing their full support by extending and renewing all facilities.
Principal risks and uncertainties
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Raw materials
The cost of raw materials represents an important portion of the business’s operating costs. In common with other companies in the industry, the business’s profitability can be affected by price and supply fluctuations of raw materials. The business takes measures to protect itself against such fluctuations, however, failure to recover higher costs due to customer arrangements or the competitiveness of the market could have a negative impact upon the profitability of the Company. The business has strengthened its international reach in the wine buying team and maintains a strong presence on the ground in some wine markets endeavouring to reduce these risks by maintaining strong long-term relationships with producers, further developing market knowledge and strengthening its purchasing capabilities.
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BOUTINOT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Foreign currency and treasury risk
A significant portion of the business’s raw materials are Euro denominated, and these costs are impacted by the movement of the Sterling exchange rate against the Euro. The Company also purchases and sells in a number of other currencies. The business meets day-to-day working capital requirements through an invoice discounting facility. The business takes measures to mitigate the effects of any adverse movements in exchange and interest rates and continues to develop its relationship with the banks to ensure the availability of bank finance in the foreseeable future.
Business continuity
The business forward plans investments and has robust cashflow forecasting mechanisms in place, enabling early planning for the Group cashflow needs. This has worked particularly well and has helped establish a strong working relationship with its bankers (HSBC) for funding requests when required. This flexible operating and robust modelling allow for decisions to be made well in advance of what we need to do to work through when uncertain times turn up next. We continue to operate this way, changing and assessing our model daily.
Our modelling shows that we can remain profitable in any downturns in trade and cash positive ensuring the long-term financial stability of the business. Our latest forecasting continues to deliver a level of profitability for the year and positive outcomes on our cash position.
The directors are clear that maintaining this level of detail allows it to manage the business through the future beyond the cost-of-living crisis, higher levels of interest rates and the impacts that this creates in our core markets (on-trade, independents, national retailers and international markets), allowing the strategic growth of the business to sensibly continue.
S172 Statement on engagement with stakeholders
In Vino Limited which is owned by the directors, management and Araldica Castilvero who are represented on the board. In carrying out their duties the directors have in mind the shareholder agreement which sets out how the Company should conduct itself in relation to the shareholders.
Decision-making at board
All matters which are reserved for decisions by the board are presented at board meetings and directors briefed on the impact and risk for all stakeholders. The directors will consider such factors before making any final decision which they believe is in the best long-term interests of the Company and its shareholders.
Stakeholders
The directors consider the stakeholders of the business to include its shareholders, its employees, customers, producers and suppliers from whom it purchases its wines and services and the communities in which it operates.
Ultimate shareholders
The shareholders of the business are directors or represented by directors and are actively involved in the decisions in the business.
Customers
The Company ensures all of its customers have a direct contact within the business and that the directors maintain contact with customers to have an understanding of their relationships with the Company and how the Company needs to evolve to remain relevant to its customers.
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BOUTINOT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Producers and suppliers
We work closely with our global producers and suppliers, understanding the challenges in their business and updating them of market changes which may help their own business decisions.
Financial stakeholders
The Company maintains regular communications with its financial stakeholders to ensure they are aware of the activities and performance of the company throughout the year.
Employees
The business aims to have regular reviews with all employees to understand their personal objectives challenges and aspirations. We have a comprehensive range of employee benefits, continue to review those benefits and are active in promoting the well-being of our employees through a range of support.
Business conduct
The directors take all reasonable steps to minimise detrimental impact on the environment from its operations. It supports a range of charitable and community activities. The business has continued its journey towards a more sustainable future with the introduction of an employee electric vehicle scheme and EV charging points at its head office. Investments in new product development with the focus on sustainable packaging, organic and lower carbon lifecycle are underway. The creation of a sustainability team to enable our long-term strategic objectives towards net-zero has already resulted in lower waste and an increased awareness of our obligations to tackle climate change from all employees.
The Company aims to conduct all Its business relationships with integrity, courtesy, honesty and to honour its business agreements.
The Company operates under a code of conduct, that includes, being an equal opportunity employer, taking a zero-tolerance approach to bribery and corruption, and aims to act responsibly, ethically and within the law, and operates a safe and confidential whistleblowing procedure.
The Company is committed to developing and adopting a proactive approach to tackling Modern Slavery in Business and Supply chains. The Group acknowledges responsibility to the Modern Slavery Act 2015 and will ensure transparency within the organisation and with suppliers of goods and services to the organisation.
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BOUTINOT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
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Streamlined Energy and Carbon Reporting
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The Companies Act 2006 (Strategic Report and Directors’ Report) Regulation 2018 requires Boutinot Limited to disclose annual UK energy consumption and Greenhouse Gas (GHG) emissions from SECR regulated sources. Energy and GHG emissions have been independently calculated by Envantage Ltd for the year ended 31 August 2024.
Reported energy and GHG emissions data is compliant with SECR requirements and has been calculated in accordance with the GHG Protocol and SECR guidelines. Energy and GHG emissions are reported from buildings and transport where operational control is held – this includes electricity, gaseous fuels such as natural gas and LPG, and business travel in company-owned vehicles and grey fleet. The table below details the SECR- regulated energy and GHG emission sources from the current and previous reporting periods.
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Total SECR emissions (MB)
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Emissions intensity ratio
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Emissions intensity (tCO2e / £m turnover)
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**There was a notable increase in natural gas consumption in FY24 compared to FY23. This was due to the disparity between estimated invoices provided between April 2022 and April 2024, and the consumption recorded following an actual meter reading in April 2024.
Boutinot Ltd is committed to reducing its environmental impact and contribution to climate change through continuous improvement procedures. As part of this, they have introduced electric vehicle charging at the head office, along with a salary sacrifice scheme to promote the use of electric vehicles. Boutinot have undertaken ESOS energy audits to identify energy savings opportunities in their operations. Following this, an action plan has been developed to implement opportunities. As part of Boutinot’s net zero journey, they have begun the process of understanding their climate impact across their supply and value chain. To support this, the head office is now supplied by REGO-backed renewable electricity, which will be reported from FY25.
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BOUTINOT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Activity data have been converted into equivalent energy and GHG emissions using emissions factors published by the UK Government in 2024. Electricity and natural gas disclosures have been calculated using metered kWh consumption taken from supplier fiscal invoices. GHG emissions associated with Scope 2 purchased electricity have been reported using the location-based (LB) methodology.
There was a notable increase in natural gas consumption in FY24 compared to FY23. This was due to the disparity between estimated invoices provided between April 2022 and April 2024, and the consumption recorded following an actual meter reading in April 2024.
In August 2023, In Vino moved offices in London from The Leather Market to the new office at St Cross Street. Although In Vino did not receive bills until December, In Vino began their tenancy at the start of the reporting period, receiving free electricity from the landlord. Therefore, consumption has been extrapolated to cover the full reporting period.
Transport disclosures have been calculated using business mileage expense claim records. Transport emissions were calculated by categorising vehicles in accordance with their engine size and fuel type.
Whilst 2025 is likely to be another year of new challenges with higher interest rates, the continued cost-of-living crisis, and high levels of inflation, the directors are confident that the business is well placed and can confidently continue with the strategic growth plans of the business with continued re-investment in the company and further investment in expanding our winery and distribution operations both domestically and internationally across the wider group. The business is forecasting profitable growth driven via focused business plans, process reengineering and efficient stock management principles.
Financial key performance indicators
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The directors consider that the KPIs for the Company continue to be as follows:
The Company does not consider that there are any non-financial key KPIs which require disclosure within these financial statements.
This report was approved by the board and signed on its behalf.
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BOUTINOT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
The Directors present their report and the financial statements for the year ended 31 August 2024.
Directors' responsibilities statement
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The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £393,018 (2023 - £1,924,671).
A dividend of £300,000 has been declared and paid in the year ended 31 August 2024 (2023 - £Nil).
The Directors who served during the year were:
Matters covered in the Strategic Report
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Certain information not shown in the Directors' Report is shown in the Strategic Report on pages 1 - 6 instead in accordance with Section 414C(11) of the Companies Act 2006. This includes a business review, future developments and principal risks and uncertainties.
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BOUTINOT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
The financial position of the Company, its trading results and financing of the business operations are described in more detail within the Strategic Report.
The Company’s forecasts and projections, taking account of reasonably possible changes in trading performance, show the Company should be able to operate within the banking and invoice discounting facilities available to it over the period to the end of August 2026 which is the period considered for directors going concern assessment. These forecasts are prepared on a business-as-usual basis and on the assumption that the current invoice discounting facility, and other revolving bank facilities which are subject to annual renewal will be renewed on similar terms in September 2025. The directors are confident that, despite the current difficult trading environment driven by the ongoing impacts following the conflicts in Ukraine and Gaza, the cost-of-living crisis and the resulting energy and higher inflationary pressures on costs, that given the continued profitability of the Company and stronger year on year trading post the year end, teamed with the good working relationship with the principal bank that this is an appropriate assumption.
The cash flow forecasts are updated daily, which allows for various scenarios to be overlaid to stress test should a situation arise such as another pandemic or trade restrictions and tariffs being imposed. This allows the business to quickly adapt and change strategies to ensure the continued liquidity of the business is maintained. This modelling has previously allowed for the successful planning and repayment of all Covid related borrowing by the end of December 2021, and allowed for flexible banking facilities to manage the ever-changing working capital cycle post the bounce back from the effects of the pandemic.
Following review of the forecasts the directors remain of the view that there are sufficient financial resources available to continue to operate as a going concern, notably, on the basis that the current banking facilities are renewed or extended following the annual review of the revolving facilities. The directors are clear that maintaining this level of detail in the cash flow forecasts has allowed management to monitor and manage liquidity within the business and will enable it to navigate through, the cost-of-living crisis and any impacts of the Ukraine conflict, whilst facilitating the strategic growth of the business to sensibly continue. The focus for the next period is to drive further organic growth to generate cash, maintain and increase stock efficient management principles, increased digitalization of the business through a new company website and ERP system to future proof and drive process efficiencies. The directors have identified additional measures that could be taken to protect the business, if required, including rescaling of the fixed cost base and staffing within the business and additional investment funding should the need arise. The Company has just entered a cross company guarantee for a new £5.5m term loan provided to a company under common control with its principal banking partner HSBC to provide investment funding for the Group’s winery expansion project and to provide sufficient working capital headroom across the group of companies for the medium term.
The directors have concluded that the financial statements can be drawn up on a going concern basis.
Qualifying third party indemnity provisions
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The Company has qualifying third party indemnity provisions for the benefit of its directors which remain in force at the date of their report.
Disclosure of information to auditor
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Directors have taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
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BOUTINOT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Post balance sheet events
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The Company has just entered a cross company guarantee for a new £5.5m term loan provided to a company under common control with its principal banking partner HSBC to provide investment funding for the Group’s winery expansion project and to provide sufficient working capital headroom across the group of companies for the medium term.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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BOUTINOT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BOUTINOT LIMITED
Opinion
We have audited the financial statements of Boutinot Limited (the ‘Company’) for the year ended 31 August 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 August 2024 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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BOUTINOT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BOUTINOT LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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BOUTINOT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BOUTINOT LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 7, 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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BOUTINOT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BOUTINOT LIMITED
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to related party debtor provisions, revenue recognition (which we pinpointed to the cut off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 the audit 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.
Shaun Mullins (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
21 May 2025
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BOUTINOT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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Other comprehensive income for the year
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Movement on financial derivatives
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Other comprehensive income for the year
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Total comprehensive income for the year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
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The notes on pages 17 to 39 form part of these financial statements.
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- 14 -
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BOUTINOT LIMITED
REGISTERED NUMBER: 01530086
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 May 2025.
The notes on pages 17 to 39 form part of these financial statements.
- 15 -
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BOUTINOT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 17 to 39 form part of these financial statements.
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- 16 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
Boutinot Limited (the "Company") is a private company limited by shares, incorporated in the United Kingdom and registered in England and Wales, with the registered number 01530086. The address of its registered office and principal place of business is Boundary House, Cheadle Point, Cheadle, SK8 2GG.
The principal activity of the Company is that of wine production and distribution.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of In Vino Limited as at 31 August 2024 and these financial statements may be obtained from Companies House, Cardiff, CF14 3UZ.
- 17 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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Associates and joint ventures
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An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
In the Company accounts, investments in joint ventures are measured at cost less accumulated impairment.
Any premium on acquisition is dealt with in accordance with the goodwill policy.
- 18 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
The financial position of the Company, its trading results and financing of the business operations are described in more detail within the Strategic Report.
The Company’s forecasts and projections, taking account of reasonably possible changes in trading performance, show the Company should be able to operate within the banking and invoice discounting facilities available to it over the period to the end of August 2026 which is the period considered for directors going concern assessment. These forecasts are prepared on a business-as-usual basis and on the assumption that the current invoice discounting facility, and other revolving bank facilities which are subject to annual renewal will be renewed on similar terms in September 2025. The directors are confident that, despite the current difficult trading environment driven by the ongoing impacts following the conflicts in Ukraine and Gaza, the cost-of-living crisis and the resulting energy and higher inflationary pressures on costs, that given the continued profitability of the Company and stronger year on year trading post the year end, teamed with the good working relationship with the principal bank that this is an appropriate assumption.
The cash flow forecasts are updated daily, which allows for various scenarios to be overlaid to stress test should a situation arise such as another pandemic or trade restrictions and tariffs being imposed. This allows the business to quickly adapt and change strategies to ensure the continued liquidity of the business is maintained. This modelling has previously allowed for the successful planning and repayment of all Covid related borrowing by the end of December 2021, and allowed for flexible banking facilities to manage the ever- changing working capital cycle post the bounce back from the effects of the pandemic.
Following review of the forecasts the directors remain of the view that there are sufficient financial resources available to continue to operate as a going concern, notably, on the basis that the current banking facilities are renewed or extended following the annual review of the revolving facilities. The directors are clear that maintaining this level of detail in the cash flow forecasts has allowed management to monitor and manage liquidity within the business and will enable it to navigate through, the cost-of-living crisis and any impacts of the Ukraine conflict, whilst facilitating the strategic growth of the business to sensibly continue. The focus for the next period is to drive further organic growth to generate cash, maintain and increase stock efficient management principles, increased digitalization of the business through a new company website and ERP system to future proof and drive process efficiencies. The directors have identified additional measures that could be taken to protect the business, if required, including rescaling of the fixed cost base and staffing within the business and additional investment funding should the need arise. The Company has just entered a cross company guarantee for a new £5.5m term loan provided to a company under common control with its principal banking partner HSBC to provide investment funding for the Group’s winery expansion project and to provide sufficient working capital headroom across the group of companies for the medium term.
The directors have concluded that the financial statements can be drawn up on a going concern basis.
- 19 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Profit and Loss Account within administrative expenses over its useful economic life.
Other 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. Other intangible assets are amortised on a straight line basis to the Profit and Loss Account within administrative expenses over their useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed five years.
The estimated useful lives range as follows:
- 20 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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, using the straight-line method.
Depreciation is provided on the following basis:
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.
Investments in subsidiaries and joint ventures are measured at cost less accumulated impairment.
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. Work in progress and finished goods include labour and attributable overheads.
At each Statement of Financial Position 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.
Stock is recognised at the point goods are shipped as this is the point it is considered the risks and rewards transfer to the Group.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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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.
- 21 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £1.
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.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Equity dividends are recognised when they become legally payable.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
- 22 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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.
Interest income is recognised in profit or loss using the effective interest method.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
- 23 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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 receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 receivables due with the operating cycle fall into this category of financial instruments.
- 24 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
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.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.
- 25 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
The Company only enters into basic financial instrument transactions (other than foreign currency forward contracts covered in accounting policy note 2.13) that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
The forward currency contracts are measured at fair value, which is determined based on market to market values provided by the bank.
Derecognition of financial instruments
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.
- 26 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of revision and future periods, if the revision affects both current and future periods.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are detailed below:
(i) Stock provisions
The Company establishes a provision for stocks where the estimated selling price less cost to complete and sell is lower than the cost of the stock. When assessing the estimated selling price for stocks the directors have considered factors such as the ageing of the stock, current market conditions and past sales experience. As at 31 August 2024, the Company had a provision of £361,611 (2023: £611,679) on the balance sheet.
(ii) Debtor recoverability
The Company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the directors have considered factors such as the ageing of the receivables, past experience of recoverability and the credit profile of individual or groups of customers. As at 31 August 2024, the Company had a provision of £354,333 (2023: £324,234) on the balance sheet.
- 27 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Amortisation of intangible assets, including goodwill
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Other operating lease rentals
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Profit on sale of tangible fixed assets
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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Fees payable to the Company's auditor in respect of:
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Taxation compliance services
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Preparation of the annual financial statements
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- 28 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the year was as follows:
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 Directors (2023 - 2) in respect of defined contribution pension schemes.
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The highest paid Director received remuneration of £382,214 (2023 - £356,340).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £10,000 (2023 - £6,181).
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The Directors are considered to be key management personnel.
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Other interest receivable
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- 29 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Interest payable and similar expenses
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Interest payable on invoice financing facility
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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Taxation on profit on ordinary activities
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- 30 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
11.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of25% (2023 - 21.52%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 21.52%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Movement in deferred tax not recognised
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Other tax adjustments, relief and transfers
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Adjustments to tax charge in respect of previous periods - deferred tax
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
- 31 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 32 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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The total net book value of tangible fixed assets of £194,968 (2023: £250,177) has been pledged as security as per note 19.
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- 33 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Investments in subsidiary companies
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Investment in joint ventures
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The following were subsidiary undertakings of the Company:
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Aux Colas, 71570 Saint Verand, France
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Boutinot South Africa (Pty) Limited
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Verdun Road, Franschhoek, 7960,
South Africa
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Boundary House, Cheadle Point, Cheadle, England, SK8 2GG
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Boutinot Domaines SAS (France) *
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Aux Colas, 71570 SaintVerand, France
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Subsidiary undertakings listed with an asterisk (*) are indirectly held.
Boutinot Limited also has a joint venture with Adria Vini.
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- 34 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Raw materials and consumables
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Finished goods and goods for resale
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The amount of inventory recognised as an expense in the year for the Company was £119,244,433 (2023: £122,365,843). Impaired stock at the balance sheet date for the Company totalled £361,611 (2023: £611,679).
The total stock value of £11,655,573 (2023: £13,385,740) has been pledged as security as per note 19.
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Amounts owed by group undertakings
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Amounts owed by joint ventures
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Prepayments and accrued income
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Amounts owed by related companies
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Amounts owed by group undertakings, joint ventures and other related companies are unsecured and repayable on demand.
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Cash and cash equivalents
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- 35 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to joint ventures
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Amounts owed to related companies
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Other taxation and social security
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Invoice financing facility
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Accruals and deferred income
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HSBC Bank PLC has a fixed and floating charge over all assets of the Company.
Amounts owed to group undertakings, joint ventures and other related companies are unsecured, interest free and repayable on demand.
Certain group companies have provided debentures to the bank to secure a composite multilateral guarantee over In Vino Limited, In Vino Bidco Limited, Boutinot Limited (group companies) and Henners Limited (a company related by way of common control) in respect of all monies and liabilities due to the bank.
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- 36 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Short term timing differences
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The reversal of deferred taxation assets and liabilities expected to occur during the year beginning after the reporting period is considered to be insignificant to the Company.
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Allotted, called up and fully paid
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135,427 (2023 - 135,427) Ordinary shares of £1.00 each
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The Ordinary shares are entitled to vote, dividends and distribution arising from winding up of the Company.
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- 37 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
Share premium account
The share premium account represents accumulated amounts on the issue of share capital in excess of the par value.
Cash flow hedge reserve
The cash flow hedge reserve represents the movements in fair value of financial derivatives used to hedge against future foreign currency purchases.
Profit & loss account
The profit & loss account represents the accumulated undistributed reserves of the group, less any dividends declared.
The Company is party to a cross-guarantee in respect of bank overdrafts and wine and spirits duties with a fellow group company. At 31 August 2024, the amounts covered by this cross-guarantee amounted to €600,000 of bank overdraft and €2,500 of wine and spirits duties.
Boutinot Limited operates a defined contribution 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 to the fund and amounted to £447,952 (2023: £441,681). Contributions totalling £70,788 (2023: £65,468) were payable to the fund at the balance sheet date and are included within other creditors.
The Company enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 August 2024, the outstanding contracts all mature within 10 months of the year end. The Group is committed to buy ZAR 20,000,000 (2023: ZAR 894,363) and EUR 8,000,000 (2023: EUR 197,655) and pay a fixed sterling amount.
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Commitments under operating leases
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At 31 August 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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- 38 -
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BOUTINOT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
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Related party transactions
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During the year, Boutinot Limited purchased goods from its joint ventures, amounting to £9,750,922 (2023: £9,783,747). During the year Boutinot Limited sold goods and services to its joint ventures with a value of £64,283 (2023: £Nil).
At the year end date, the net balance owed to joint ventures was £3,082,542 (2023: £2,592,375).
During the year, the Company made purchases from companies related through common control amounting to £1,113,302 (2023: £897,338) and made sales amounting to £240,049 (2023: £193,898) to Companies related through common control.
At the year end date, balances receivable from companies related through common control were £7,319,171 (2023: £7,622,469).
An amount of £372,996 owed by a fellow group undertaking was written-off during the year and is included within administrative expenses.
At the year-end date, an amount of £174,043 (2023: £469,190) was owed to key management personnel.
An amount of £29,243 (2023: £270,338) was owed to other related parties at the year-end date.
Loan amounts are interest free with no agreed repayment terms.
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Post balance sheet events
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The Company has just entered a cross company guarantee for a new £5.5m term loan provided to a company under common control with its principal banking partner HSBC to provide investment funding for the Group’s winery expansion project and to provide sufficient working capital headroom across the group of companies for the medium term.
The immediate parent company is In Vino Bidco Limited, a company incorporated in England and Wales.
The ultimate parent company is In Vino Limited, a company incorporated in England and Wales with registered office address Boundary House, Cheadle Point, Cheadle, SK8 2GG. In Vino Limited is the smallest and largest group of companies into which the company's results are consolidated where the financial statements are available to the public. Copies of the financial statements of In Vino Limited can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
There is no ultimate controlling party.
- 39 -
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