The directors present the strategic report for the year ended 31 December 2024.

The principal activity of the group continues to be that of licensed retailers and wholesalers. The group had an encouraging year with total comprehensive income for the year being £2,881,484 (2023: £2,740,888). The directors will continue to seek every opportunity to increase turnover and profitability where possible.

The directors consider the principal risks and uncertainties the company faces to be:

•    the risk posed by competition from other wholesalers and license premises

•    the risk of a downturn in the local economy including consumer confidence

•    the risk of not retaining key employees

The directors carry out regular strategic reviews including assessments of competitor activity, market trends and customer behaviour.

The group's key performance indicators are as follows:

2024 2023

Turnover £87,606,512 £90,869,910

Gross profit margin 14% 15%

Operating profit £2,114,352 £3,583,160

Employee numbers 225 233

The total assets of the business have increased by £2,766,102; the total liabilities have decreased by £115,382, resulting in an increase in net assets of £2,881,484.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the group is that of licensed retailers, wholesalers and pet food products.

The results for the year are set out on page 8.

The directors do not recommend the payment of a dividend.

The directors who held office during the year were:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's most important resource is its employees; their knowledge and experience is crucial to meeting customer requirements. Retention of key staff is critical and the group has invested increasingly in employment training and development. The group's policy is to discuss with employees, as appropriate, matters likely to affect employees' interests. Information of matters of concern to employees is given through information bulletins and memos.

There were no significant events affecting the company which have occurred since the end of the financial year.

The auditor, MTS Convery, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The group recognises the importance of our environment and the impact our activities may have. We are committed to operating in a responsible and sustainable way, with ongoing investment to reduce our carbon footprint.

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting. The reporting boundary used for the below disclosure is Philip Russell Limited.

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting to calculate the above disclosures.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per million of turnover.

The following energy efficiency measures have been taken during the reporting year:

• Increased capital expenditure on more energy efficient plant and machinery

• Detailed measurement of energy usage to identify inefficiencies

• Ongoing investment in modern, more fuel efficient delivery vehicles

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;

• prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of Philip Russell Limited (the parent group) and its subsidiaries (the group) for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and the Related Notes, 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 group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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

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. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006, FRS102, “The Financial Reporting Standard applicable in the UK and Republic of Ireland”.

We focused on laws and regulations that could give rise to material misstatement in the financial statements. Our tests included but were not limited to:

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Agreement of the financial statement disclosure to underlying supporting documentation;

• Enquiries of management; and

• Considering the effectiveness of the control environment and monitoring compliance with laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. We addressed the risk of management override of internal controls, including reviewing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditors responsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company's Shareholders, 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 Shareholders 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 Shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 14 to 26 form part of these financial statements.

The notes on pages 14 to 26 form part of these financial statements.

The notes on pages 14 to 26 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,473,279 (2023: £2,931,682)

The notes on pages 14 to 26 form part of these financial statements.

The notes on pages 14 to 26 form part of these financial statements.

The financial statements comprising the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes constitute the group financial statements of Philip Russell Limited for the financial year ended 31 December 2024.

Philip Russell Limited is a private company limited by shares, registered in Northern Ireland. The address of the registered office is Alanbrooke Road, Castlereagh Industrial Estate, Belfast. The nature of the group's operations and its principal activities are set out in the Strategic Report.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The group financial statements consolidate the accounts of Philip Russell Limited and all of its subsidiary undertakings. The consolidated Statement of Comprehensive Income includes the results of all subsidiary undertakings for the period.

Turnover and profits arising on trading between group companies are excluded.

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and of Value Added Tax. Turnover is recognised when the significant risks and rewards of ownership have been transferred to the buyer, generally at the date of transfer of ownership title.

All tangible assets are initially recorded at historic cost. The group revalues its property every five years using external professional valuers. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in Statement of Comprehensive Income.

Depreciation is calculated so as to write off the cost or valuation of an asset, having taken into account the current assessment of the residual value of the asset along with the group's revaluation policy, over the useful economic life of that asset as follows:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Fixed asset investments are stated at cost less provision for diminution in value.

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Stocks are measured at the lower of cost and estimated net realisable value using the first in first out method. Estimated net realisable value is the expected sales price less anticipated future related costs up to the point of sale. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Cash and cash equivalents comprise cash on hand and demand deposits, together with short-term, highly liquid investments that are readily convertible to a known amount of cash, and that are subject to an insignificant risk of change in value.

Other financial assets including trade debtors for goods sold to customers on short-term credit, are measured at the undiscounted amount of cash receivable from that customer, which is normally the invoice price.

The ordinary share capital of the company and the group is presented as equity.

Value received for shares that exceed face value.

At the end of each reporting period, the group and the company assess whether there is objective evidence of impairment of any financial assets that are measured at cost. If there is objective evidence of impairment, impairment losses are recognised in the Statement of Comprehensive Income in that financial year.

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

Trade creditors are measured at invoice price.

Loans and borrowings are classified as current assets or liabilities unless the borrower has an unconditional right to defer settlement of the liability for at least twelve months after the financial year end date.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period.

Current tax is recognised on taxable profit using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the Statement of Financial Position and the amount of the provision as an expense.

The group operates two separate pension schemes: a defined contribution scheme and a defined contribution occupational money purchase scheme. The assets of both schemes are held separately from those of the group. Contributions are charged to the Statement of Comprehensive Income in the period to which they relate.

Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged against income on a straight-line basis over the period of the lease.

Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the financial year end date. Non-monetary items that are measured at historical cost are translated at the foreign exchange rate ruling at the date of the transaction. All foreign exchange differences are taken to the Consolidated Statement of Comprehensive.

Minority interests

Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority's share of changes in equity since the date of the combination.

The directors consider the accounting estimates and assumptions below to be its critical accounting estimates and judgements:

The directors have prepared budgets and cash flows for a period of at least twelve months from the end of the financial year which demonstrate that there is no material uncertainty regarding the group and the company's ability to meet its liabilities as they fall due, and to continue as a going concern. On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis. Accordingly, these financial statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may arise if the group and the company was unable to continue as a going concern.

The directors review the useful lives of the assets, which impacts on the computation of the charge for depreciation and amortisation, and change them if necessary to reflect current conditions.

The depreciation for the year plus the net book value of Tangible Fixed Assets at the end of the year is reported in note 11.

The total turnover of the group for the year has been derived from its principal activity primarily undertaken in the UK.

The average monthly number of persons (including directors) employed by the group during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

The carrying value of land and buildings comprises:

An external valuation exercise was carried out at 31 December 2024 using the Existing Use Valuation basis and has been incorporated in the financial statements. Whelan Commercial Limited carried out the valuation in accordance with the RICS Valuation Global Standards 2017("The Red Book") issued by the Royal Institution of Chartered Surveyors and in particular Global Valuation Practice Guidance 1,"Valuations for inclusion in Financial Statements" and Global Valuation Practice Guidance Applications 4"Valuation of Individual Trade Related Properties".

The significant assumptions made relating to the valuations are set out below:

• the properties are in good repair, free from abnormal ground conditions/rot/hazardous material and the services are in working condition.

• the properties possess a good and marketable title and comply with planning permissions along with all the statutory or local authority requirements.

• the properties benefit from the relevant intoxicating liquor licence.

On the historical cost basis, land and buildings would have been included as follows:

The following are the major deferred tax liabilities recognised by the group and company, and movements thereon:

Called up share capital - This reserve records the nominal value paid for shares.

Share premium account - This reserve represents the premium on issue of the ordinary shares.

Revaluation reserve - This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income.

Profit and loss account - This reserve records retained earnings and accumulated losses.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Philip Russell Limited is a wholly owned subsidiary of Golf Holdings Limited. Other companies in the group include its subsidiary Frozzys Ltd; Wine Inns Limited along with it's subsidiaries Winemark the Wine Merchants Limited and Regency Hotel (Northern Ireland) Limited; and Philip Russell Limited along with its subsidiary Frozzys Ltd.

The following transactions were conducted with these related parties:

In addition to the above there were various administrative/marketing/other service charges and movements in liquid funds during the year with group undertakings, resulting in an change in the inter-company debtor of £5,371,933.

The balances outstanding with these related parties at 31 December 2024 and 31 December 2023 were: