| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| FOR |
| WINE OWNERS LIMITED |
| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| FOR |
| WINE OWNERS LIMITED |
| WINE OWNERS LIMITED (REGISTERED NUMBER: 07645873) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| for the year ended 30 September 2024 |
| Page |
| Company Information | 1 |
| Statement of Financial Position | 2 |
| Notes to the Financial Statements | 4 |
| Chartered Accountants' Report | 10 |
| WINE OWNERS LIMITED |
| COMPANY INFORMATION |
| for the year ended 30 September 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| Chartered Accountants |
| 39 Berwyn Road |
| Richmond |
| Surrey |
| TW10 5BU |
| WINE OWNERS LIMITED (REGISTERED NUMBER: 07645873) |
| STATEMENT OF FINANCIAL POSITION |
| 30 September 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| CURRENT ASSETS |
| Debtors | 6 |
| Cash at bank |
| CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
7 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 8 |
| Share premium |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| WINE OWNERS LIMITED (REGISTERED NUMBER: 07645873) |
| STATEMENT OF FINANCIAL POSITION - continued |
| 30 September 2024 |
| The directors acknowledge their responsibilities for: |
| (a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| WINE OWNERS LIMITED (REGISTERED NUMBER: 07645873) |
| NOTES TO THE FINANCIAL STATEMENTS |
| for the year ended 30 September 2024 |
| 1. | Statutory information |
| Wine Owners Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | Accounting policies |
| Basis of preparing the financial statements |
| Significant judgements |
| In applying the company's accounting policies the directors are required to make judgements in determining the carrying amounts of assets and liabilities. |
| The only critical judgement made by the directors was in assessing the need for an impairment provision against the value of the business systems. |
| Turnover |
| Turnover represents fees for software as a service (SaaS) set up, SaaS annual recurring fees and white label configuration, which together account for the majority of revenue. The balance relates to commissions on wine trading, subscriptions and storage. |
| When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue is recognised by reference to the stage of completion of the transaction at the end of the reporting period. |
| Revenue from set up and configuration work is recognised over the period during which the set up or configuration work is provided. Revenue from SaaS annual recurring fees, subscriptions and storage is recognised over the period of the relevant licence or subscription. |
| Gross sales of wine through the wine trading platform sold by members are not recognised in these financial statements as the company is acting as an agent on behalf of the principals in the transaction. |
| 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. |
| An impairment review was carried out on the business systems as at 30 September 2024 comparing the carrying value to the net realisable value and the value in use based on future discounted cash flows. No impairment provision was considered necessary. |
| Tangible fixed assets |
| Office equipment | - |
| WINE OWNERS LIMITED (REGISTERED NUMBER: 07645873) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 30 September 2024 |
| 2. | Accounting policies - continued |
| Financial instruments |
| Financial instruments are recognised when the company becomes party to the contractual provisions of the financial instrument. The company holds only basic financial instruments which comprise cash and cash equivalents, trade and other debtors, trade and other creditors and loans. |
| Cash and cash equivalents - these include cash in hand and deposits held with banks. |
| Trade and other debtors - these are initially recognised at the transaction price and are subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Amounts that are receivable within one year are measured at the undiscounted amount expected to be receivable, net of any impairment. |
| Trade and other creditors and loans - these are initially measured at the transaction price and are subsequently measured at amortised cost using the effective interest method. Amounts that are payable within one year and loans from directors are measured at the undiscounted amount expected to be payable. |
| Taxation |
| Taxation for the year comprises current tax. Tax is recognised in the Income Statement. |
| Current taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the statement of financial position date. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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. |
| Operating leases |
| Rentals payable under operating leases are charged to the profit and loss account on a straight line basis over the term of the lease. |
| Employee benefits |
| Short term benefits, including holiday pay and other similar non-monetary benefits are recognised as an expense in the period in which the service is received. An accrual is recognised for short term compensated absences where entitlement has accumulated, but has not been taken, at the reporting date. |
| Defined contribution pension scheme |
| The company operates a defined contribution pension scheme, the assets of which are held separately from those of the company in independently administered funds. Contributions payable are recognised in profit or loss in the year to which the contributions relate. |
| WINE OWNERS LIMITED (REGISTERED NUMBER: 07645873) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 30 September 2024 |
| 2. | Accounting policies - continued |
| Going concern |
| The company owns Software as a Service (SaaS) business management platforms for the global wine industry, and is successfully growing an installed base of wine (and spirits) retail and distribution companies, with early signs of demand in adjacent sectors. The focus of the directors is primarily supporting the needs of the global market by delivering on an extensive industry-led roadmap. This prioritisation has necessitated building out and improving the bench strength of our teams across the business to meet the needs of the growing installed base, which has been funded from income. The business has a strong cash position out of which the directors expect to continue organisational and software development in support of our medium-term growth goals. |
| The directors have therefore adopted the going concern basis of accounting in preparing these financial statements. |
| Share-based payment transactions |
| The company operates an equity-settled share-based payment scheme for the benefit of the company's employees. The company reflects the economic cost of awarding share-based payments to employees by recording an expense in profit or loss equal to the fair value of the benefit awarded. The fair value of the share options has been measured using the Black-Scholes option pricing model (valuation technique). The expense is recognised in profit or loss over the vesting period of the award. The amount recognised in the current period was £10,969 (2023 - £5,725). |
| 3. | Employees and directors |
| The average number of employees during the year was |
| 4. | Intangible fixed assets |
| Business |
| systems |
| £ |
| Cost |
| At 1 October 2023 |
| Additions |
| At 30 September 2024 |
| Amortisation |
| At 1 October 2023 |
| Amortisation for year |
| At 30 September 2024 |
| Net book value |
| At 30 September 2024 |
| At 30 September 2023 |
| WINE OWNERS LIMITED (REGISTERED NUMBER: 07645873) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 30 September 2024 |
| 5. | Tangible fixed assets |
| Office |
| equipment |
| £ |
| Cost |
| At 1 October 2023 |
| and 30 September 2024 |
| Depreciation |
| At 1 October 2023 |
| and 30 September 2024 |
| Net book value |
| At 30 September 2024 |
| At 30 September 2023 |
| 6. | Debtors: amounts falling due within one year |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Prepayments and accrued income |
| Other debtors includes a rent deposit of £13,500 (2023 - £13,500) which will be repaid when the property is vacated. |
| 7. | Creditors: amounts falling due within one year |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Social security and other taxes |
| Other creditors |
| Accruals |
| Deferred income | 165,776 | 137,701 |
| 8. | Called up share capital |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | .01 | 292 | 290 |
| WINE OWNERS LIMITED (REGISTERED NUMBER: 07645873) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 30 September 2024 |
| 8. | Called up share capital - continued |
| On 28 June 2024, 87 ordinary shares were issued for cash at par in recognition of services provided to the company by Robbie Vann-Adibe, a director of the company. |
| On 24 September 2024 Enterprise management Incentive options were exercised in respect of 100 ordinary shares. |
| 9. | Operating lease commitments |
| At 30 September 2024, the company had total commitments under non-cancellable operating leases in respect of land and buildings falling due as follows: |
| 2024 | 2023 |
| £ | £ |
| Within one year | 16,800 | 13,500 |
| 10. | Related party disclosures |
| On 28 June 2024, 87 ordinary shares were issued for cash at par in recognition of services provided to the company by Robbie Vann-Adibe, a director of the company. |
| 11. | Post balance sheet events |
| Since the year end the company has sold the goodwill in its Wine Collector trading exchange and collection management platform to a third party operator. |
| This sale has strategic significance in that it will enable Wine Owners Limited to focus on its core mission of providing Software as a Service (SaaS) business management software/systems of record to wine and spirits (and related) businesses, thereby ending any direct involvement in the consumer market. To that end all software IP is retained by Wine Owners Limited. |
| Initial income from the divestment totals £250,000. Additionally, Wine Owners now receives annual recurring fees as the software provider to the third party operator. |
| There have been costs incurred in adapting the Wine Collector for the new operator and carrying out other work as required under the agreement so the profit on sale is expected to be approximately £100,000. |
| 12. | Share-based payment transactions |
| The company operates an Enterprise Management Incentive share option scheme under which options over ordinary shares in Wine Owners Limited are granted to employees at an exercise price equivalent to the market value of the shares at the date of grant of the options. The principal terms of the scheme allow for one thirty-sixth or one twenty-fourth of the shares subject to option to vest and become exercisable on the vesting commencement date and an additional one thirty-sixth or one twenty-fourth of the shares monthly thereafter. The options lapse after 10 years from the date of grant. There are no performance conditions. |
| WINE OWNERS LIMITED (REGISTERED NUMBER: 07645873) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 30 September 2024 |
| 13. | Client accounts |
| The company operates a wine trading platform. During the course of the trade the company holds funds as an agent on behalf of the parties to the trade. The funds held in the Members' bank account on behalf of clients and the related creditors have not been included in these financial statements. At 30 September 2024 the client bank account contained funds of £61,597 (2023 - £66,989) due to clients. |
| CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS |
| ON THE UNAUDITED FINANCIAL STATEMENTS OF |
| WINE OWNERS LIMITED |
| The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Statement of Financial Position. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies. |
| In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Wine Owners Limited for the year ended 30 September 2024 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us. |
| As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance. |
| This report is made solely to the Board of Directors of Wine Owners Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Wine Owners Limited and state those matters that we have agreed to state to the Board of Directors of Wine Owners Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Wine Owners Limited and its Board of Directors, as a body, for our work or for this report. |
| It is your duty to ensure that Wine Owners Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Wine Owners Limited. You consider that Wine Owners Limited is exempt from the statutory audit requirement for the year. |
| We have not been instructed to carry out an audit or a review of the financial statements of Wine Owners Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements. |
| Chartered Accountants |
| 39 Berwyn Road |
| Richmond |
| Surrey |
| TW10 5BU |