REGISTERED NUMBER: SC131744 (Scotland)

J.G. DISTILLERS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

to

3

Report of the Directors

4

to

5

Report of the Independent Auditors

6

to

9

Consolidated Statement of Comprehensive Income

10

to

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

to

18

Notes to the Consolidated Financial Statements

19

to

36

DIRECTORS:

C S Barclay

C A Purdie

M B J Lulham

D E Barclay

REGISTERED OFFICE:

3 Peel Park Place

College Milton Industrial Estate (South)

East Kilbride

Lanarkshire

G74 5LW

REGISTERED NUMBER:

SC131744 (Scotland)

AUDITORS:

Azets Audit Services

Chartered Accountants

Statutory Auditor

Titanium 1

King's Inch Place

Renfrew

PA4 8WF

BANKERS:

Clydesdale Bank plc

30 St Vincent Place

Glasgow

G1 2HL

SOLICITORS:

Pinsent Mason

141 Bothwell Street, Glasgow

G2 7EQ

Brodies

14-16 Atholl Crescent, Edinburgh

EH3 8HA

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

Group turnover decreased in the year by 24% to £11,252,901. Profits before tax decreased by £95,183 to £920,627.

At the year end the group had shareholders funds of £7,206,708 including distributable profits of £7,084,608. The non-controlling interest element of the total equity is £426,753.

The directors have assessed the main risk facing the group as being competition from other businesses within the whisky and other spirits market. The directors believe that their knowledge of the industry and position in the market mitigates this risk. The directors hope to see continued growth and satisfactory results in the coming year.

Key performance indicators

The gross profit margin for the year of 46.1% has increased from 39.2% in the prior year representing the mix of sales. Net profit % has increased from 5.3% to 8.2% which the directors consider acceptable in the current environment.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors believe that the group can meet its key business risks of competition, both nationally and internationally, and of employee retention.

FUTURE OUTLOOK

Further growth is anticipated in the coming year as the group continues to see new opportunities to expand its core business.

EMPLOYMENT OF DISABLED PERSONS

The group is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. The group, as part of its overall policy, gives full and fair consideration to applications for employment from people with disabilities and would actively pursue the retraining of employees who become disabled while employed by the group.

FINANCIAL INSTRUMENTS

The group finances its operations through a mixture of retained profits and operational bank accounts, and where necessary to fund expansion or capital expenditure programmes through bank borrowings, hire purchase and finance leasing. The group manages its exposure to foreign currency exchange by forward contracts. The management's objectives are to :

-

retain sufficient liquid funds to enable it to meet its day to day obligations as they fall due whilst maximising returns on surplus funds;

-

minimise the group's exposure to fluctuating interest rates when seeking new borrowings; and

-

match the repayment schedule of any external borrowings or overdrafts with the future cash flows expected to arise from the group's trading activities.

The group is exposed to the normal credit risk associated with dealing with customers on commercial credit terms.

EMPLOYEE INVOLVEMENT

Members of the management team regularly meet and discuss matters of current interest and concern to the business with members of staff.

ON BEHALF OF THE BOARD:

C S Barclay - Director

26 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of whisky blenders, bottlers and exporters.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

C S Barclay

C A Purdie

Other changes in directors holding office are as follows:

M B J Lulham - appointed 10 September 2024

D E Barclay - appointed 15 July 2024

G McSherry ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Azets Audit Services, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C S Barclay - Director

26 September 2025

Opinion

We have audited the financial statements of J.G. Distillers Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Kirsty Mackie BAcc CA (Senior Statutory Auditor)

for and on behalf of Azets Audit Services

Chartered Accountants

Statutory Auditor

Titanium 1

King's Inch Place

Renfrew

PA4 8WF

26 September 2025

TURNOVER

3

11,252,901

14,849,647

Cost of sales

(6,067,463

)

(9,032,476

)

GROSS PROFIT

5,185,438

5,817,171

Administrative expenses

(3,493,091

)

(4,076,549

)

1,692,347

1,740,622

Other operating income

4,194

(336

)

OPERATING PROFIT

1,696,541

1,740,286

Interest receivable and similar income

240,000

204,543

1,936,541

1,944,829

Interest payable and similar expenses

5

(994,056

)

(907,161

)

PROFIT BEFORE TAXATION

6

942,485

1,037,668

Tax on profit

7

(21,858

)

(251,131

)

PROFIT FOR THE FINANCIAL YEAR

920,627

786,537

OTHER COMPREHENSIVE INCOME

Fair value adjustment to fixed assets on

-

192

acquisition of subsidiary

1,096,251

-

Reduction in goodwill as result of fair

value adjustment

(1,096,251

)

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

192

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

920,627

786,729

Profit attributable to:

Owners of the parent

1,023,174

786,537

Non-controlling interests

(102,547

)

-

920,627

786,537

Total comprehensive income attributable to:

Owners of the parent

1,023,174

786,729

Non-controlling interests

(102,547

)

-

920,627

786,729

FIXED ASSETS

Intangible assets

10

1,249,970

-

Tangible assets

11

5,085,212

1,129,998

Investments

12

-

6,000

6,335,182

1,135,998

CURRENT ASSETS

Stocks

13

14,908,939

13,597,779

Debtors

14

2,132,176

7,124,043

Cash at bank and in hand

570,654

397,033

17,611,769

21,118,855

CREDITORS

Amounts falling due within one year

15

16,407,941

15,806,708

NET CURRENT ASSETS

1,203,828

5,312,147

TOTAL ASSETS LESS CURRENT LIABILITIES

7,539,010

6,448,145

CREDITORS

Amounts falling due after more than one year

16

(688,918

)

(83,135

)

PROVISIONS FOR LIABILITIES

21

(70,137

)

(181,476

)

NET ASSETS

6,779,955

6,183,534

CAPITAL AND RESERVES

Called up share capital

22

120,100

120,100

Capital redemption reserve

23

2,000

2,000

Fair value reserve

23

1,096,251

-

Retained earnings

23

5,988,357

6,061,434

SHAREHOLDERS' FUNDS

7,206,708

6,183,534

NON-CONTROLLING INTERESTS

24

(426,753

)

-

TOTAL EQUITY

6,779,955

6,183,534

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

C S Barclay - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

1,020,712

1,105,506

Investments

12

340,230

167,783

1,360,942

1,273,289

CURRENT ASSETS

Stocks

13

13,357,239

12,045,630

Debtors

14

5,007,717

4,582,626

Cash at bank and in hand

507,250

61,055

18,872,206

16,689,311

CREDITORS

Amounts falling due within one year

15

17,402,396

15,613,917

NET CURRENT ASSETS

1,469,810

1,075,394

TOTAL ASSETS LESS CURRENT LIABILITIES

2,830,752

2,348,683

CREDITORS

Amounts falling due after more than one year

16

(45,570

)

(68,905

)

PROVISIONS FOR LIABILITIES

21

(169,013

)

(181,476

)

NET ASSETS

2,616,169

2,098,302

CAPITAL AND RESERVES

Called up share capital

22

120,100

120,100

Capital redemption reserve

23

2,000

2,000

Retained earnings

23

2,494,069

1,976,202

SHAREHOLDERS' FUNDS

2,616,169

2,098,302

Company's profit for the financial year

517,867

254,807

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

C S Barclay - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

120,100

5,954,705

2,000

Changes in equity

Dividends

-

(680,000

)

-

Total comprehensive income

-

786,729

-

Balance at 31 December 2023

120,100

6,061,434

2,000

Changes in equity

Increase in share capital

-

(1,096,251

)

-

Total comprehensive income

-

1,023,174

-

120,100

5,988,357

2,000

Non-controlling interest arising on business combination

-

-

-

Balance at 31 December 2024

120,100

5,988,357

2,000

Fair

value

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 January 2023

-

6,076,805

-

6,076,805

Changes in equity

Dividends

-

(680,000

)

-

(680,000

)

Total comprehensive income

-

786,729

-

786,729

Balance at 31 December 2023

-

6,183,534

-

6,183,534

Changes in equity

Increase in share capital

1,096,251

-

-

-

Total comprehensive income

-

1,023,174

(102,547

)

920,627

1,096,251

7,206,708

(102,547

)

7,104,161

Non-controlling interest arising on business combination

-

-

(324,206

)

(324,206

)

Balance at 31 December 2024

1,096,251

7,206,708

(426,753

)

6,779,955

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

120,100

2,401,395

2,000

2,523,495

Changes in equity

Dividends

-

(680,000

)

-

(680,000

)

Total comprehensive income

-

254,807

-

254,807

Balance at 31 December 2023

120,100

1,976,202

2,000

2,098,302

Changes in equity

Total comprehensive income

-

517,867

-

517,867

Balance at 31 December 2024

120,100

2,494,069

2,000

2,616,169

Cash flows from operating activities

Cash generated from operations

1

1,585,868

1,197,310

Interest paid

(964,145

)

(886,176

)

Interest element of hire purchase payments paid

(29,911

)

(20,985

)

Tax paid

(306,776

)

(195,437

)

Net cash from operating activities

285,036

94,712

Cash flows from investing activities

Purchase of tangible fixed assets

(327,677

)

(129,645

)

Sale of tangible fixed assets

3,182

2,029

Sale of fixed asset investments

11,747

2,877

Acquisition of subsidiary

(180,000

)

-

Interest received

-

204,543

Net cash from investing activities

(492,748

)

79,804

Cash flows from financing activities

New other loans in year

-

(311,079

)

Loan repayments in year

-

(145,457

)

Movement participating interest

(91,641

)

(1,268,725

)

New HP Agreements

66,750

124,235

Capital repayments in year

(66,594

)

(42,436

)

Equity dividends paid

-

(676,278

)

Net cash from financing activities

(91,485

)

(2,319,740

)

Decrease in cash and cash equivalents

(299,197

)

(2,145,224

)

Cash and cash equivalents at beginning of year

2

(10,571,439

)

(8,427,256

)

Effect of foreign exchange rate changes

-

1,041

Cash and cash equivalents at end of year

2

(10,870,636

)

(10,571,439

)