REGISTERED NUMBER: SC504514 (Scotland)

BURNBRAE DISTILLERY COMPANY LTD

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

to

10

DIRECTORS:

C S Barclay

M B J Lulham

D E Barclay

C A Purdie

REGISTERED OFFICE:

3 Peel Park Place

College Milton Industrial Estate (South)

East Kilbride

Lanarkshire

G74 5LW

REGISTERED NUMBER:

SC504514 (Scotland)

AUDITORS:

Azets Audit Services

Chartered Accountants

Statutory Auditor

Titanium 1

King's Inch Place

Renfrew

PA4 8WF

FIXED ASSETS

Tangible assets

4

2,937,069

2,843,966

Investments

5

2

2

2,937,071

2,843,968

CURRENT ASSETS

Stocks

6

423,283

28,141

Debtors

7

482,765

12,868

Cash at bank

-

117

906,048

41,126

CREDITORS

Amounts falling due within one year

8

1,103,338

607,805

NET CURRENT LIABILITIES

(197,290

)

(566,679

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,739,781

2,277,289

CREDITORS

Amounts falling due after more than one year

9

4,636,464

4,622,295

NET LIABILITIES

(1,896,683

)

(2,345,006

)

CAPITAL AND RESERVES

Called up share capital

240,000

60,000

Retained earnings

(2,136,683

)

(2,405,006

)

SHAREHOLDERS' FUNDS

(1,896,683

)

(2,345,006

)

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

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

1.	STATUTORY INFORMATION

Burnbrae Distillery Company Ltd is a private company, limited by shares, registered in Scotland. The company's registered number is SC504514 and registered office address is 3 Peel Park Place, College Milton Industrial Estate (South), East Kilbride, Lanarkshire, G74 5LW.

The company is in advanced construction stages and anticipates commencement to trade during the next financial year.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future The net liabilities figure of £1,896,683 is due to Loans from the parent company totalling £4,000,000 which are not due for repayment until after 2025, by which point it is expected that the distillery will be fully operational and trading for a whole year. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Critical accounting judgements and key sources of estimation uncertainty

In preparing these financial statements, the directors have not made any critical accounting judgements or utilised any key sources of estimation uncertainty.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Improvements to property

-

4% on cost

Plant and machinery

-

at varying rates on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

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

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 ' Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transactions costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial liabilities

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

Taxation

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

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

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

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

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

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

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

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

Leases

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

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents

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

Impairment of assets

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

Non-financial assets

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

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

Financial assets

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

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

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

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

Totals

£

£

£

£

COST

At 1 January 2024

1,869,233

1,908,384

-

3,777,617

Additions

226,364

148,935

150

375,449

Disposals

-

(101,938

)

-

(101,938

)

At 31 December 2024

2,095,597

1,955,381

150

4,051,128

DEPRECIATION

At 1 January 2024

203,704

729,947

-

933,651

Charge for year

68,847

144,683

15

213,545

Eliminated on disposal

-

(33,137

)

-

(33,137

)

At 31 December 2024

272,551

841,493

15

1,114,059

NET BOOK VALUE

At 31 December 2024

1,823,046

1,113,888

135

2,937,069

At 31 December 2023

1,665,529

1,178,437

-

2,843,966

The net book value of tangible fixed assets includes £ 816,856 (2023 - £ 876,667 ) in respect of assets held under hire purchase contracts.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

2

NET BOOK VALUE

At 31 December 2024

2

At 31 December 2023

2

6.

STOCKS

2024

2023

£

£

Stocks

183,283

28,141

Work-in-progress

240,000

-

423,283

28,141

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

350,789

-

Other debtors

-

2,385

VAT

27,394

10,433

Deferred tax asset

98,876

-

Prepayments and accrued income

5,706

50

482,765

12,868

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts (see note 10)

496,290

-

Other loans (see note 10)

1,046

1,046

Hire purchase contracts

34,157

161,319

Trade creditors

2,500

1,346

Amounts owed to participating interests

-

274,135

Accruals and deferred income

569,345

169,959

1,103,338

607,805

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Other loans (see note 10)

605,493

4,606,539

Hire purchase contracts

30,971

15,756

Amounts owed to group undertakings

4,000,000

-

4,636,464

4,622,295

Amounts falling due in more than five years:

Repayable by instalments

Other loans more 5yrs instal

1,308

2,354

10.

LOANS

An analysis of the maturity of loans is given below:

2024

2023

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

496,290

-

Other loans

1,046

1,046

497,336

1,046

Amounts falling due between one and two years:

Other loans

1,046

1,046

2024

2023

£

£

Amounts falling due between two and five years:

Other loans - 2-5 years

603,139

4,603,139

Amounts falling due in more than five years:

Repayable by instalments

Other loans more 5yrs instal

1,308

2,354

Included in other loans are a variety of loans all repayable in between 2-5 years and attract interest at various rates of between 6% and 10%.

Included in other loans is an interest free loan from the Energy Savings Trust.

11.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

£

£

Hire purchase contracts

65,128

177,075

Hire purchase creditor is secured over the assets on which the hire purchase has been provided.

J G Distillers Limited has taken out Hire Purchase Agreements on behalf of Burnbrae Disitillery Company Limited, with a year end creditor balance of £65,128 (2023 - £177,075). The lender is aware of the intention to novate the agreements across to Burnbrae Distillery Company Limited once it has started trading, and as such the assets and the Hire Purchase liability have been recognised in Burnbrae Distillery Company Limited's financial statements.

12.	DEFERRED TAX

£

Originating and reversal of

timing differences

(98,876

)

Balance at 31 December 2024

(98,876

)

Deferred taxation provided for at 25% (2023: 25%) in the financial statements is set out below:

2024

2023

£

£

Accelerated capital allowances

112,007

-

Tax losses

(210,883

)

-

(98,876

)

-

13.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Kirsty Mackie BAcc CA (Senior Statutory Auditor)

for and on behalf of Azets Audit Services

14.	RELATED PARTY DISCLOSURES

During the year the company made sales totalling £728,340 (2023 - £nil) from J G Distillers Limited. The company also made purchases totalling £263,993 (2023 - £nil) from J G Distillers Limited. Included in creditors at 31 December 2024 is an amount of £350,789 (2023 - £286,047) due to J G Distillers Limited. Included in Other Loans at 31 December 2024 is an amount of £nil (2023 - £4,000,000) which represents a bond from J G Distillers Limited.

As detailed in note 12, the J G Distillers Limited has taken out Hire Purchase agreements on behalf of Burnbrae Distillery Company Limited, the assets and liabilities associated with these agreements have been recognised in the financial statements of Burnbrae Distillery Company Limited.

This company is related through common control of the directors.

15.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is J.G. Distillers Limited who own 77.5% of the share capital.