Drinksology Ltd Company accounts

COMPANY REGISTRATION NUMBER: NI648509

Drinksology Ltd

Financial Statements

31 December 2024

Drinksology Ltd

Financial Statements

Year ended 31 December 2024

Contents	Page

Strategic report	1

Directors' report	4

Independent auditor's report to the members	6

Statement of comprehensive income	10

Statement of financial position	11

Statement of changes in equity	12

Statement of cash flows	13

Notes to the financial statements	14

Drinksology Ltd

Strategic Report

Year ended 31 December 2024

The Directors present their strategic report on the company for the period ended 31 December 2024. Fair Review of the Company's Business The principal activity of the company during the year under review has been the on-line and direct sale, distribution and marketing of wines and spirits, the creation and distribution of own brand spirits and the provision of creative design services to the spirit alcohol industry. The Drinksology portfolio is distributed on a growing international basis. Key Performance Indicators The financial results of the company are set out on pages 13 through to 32 and show an operating profit amounting to £64,673 (2023: operating loss £497,430). After interest charges, the loss on ordinary activities before taxation is £1,961,204 (2023: loss on ordinary activities before taxation £1,832,237). The shareholders' funds for the company are £1,514,589 (2023: shareholders' deficit £1,226,139). The financial results are in line with expectations. Development, Performance and Position of the Company In 2024, the company continued to progress the strategy of development of its own brand and product portfolio of premium spirits on an international scale, alongside the expansion of its e-commerce platform Spiritly.com, which provides direct-to-consumer sales as well as wholesaling, trading and distribution of spirits and wine. In parallel, the creative design services and projects - for which the company has an international reputation - has continued to grow and has been a major value creator for the own brand portfolio. This strategy requires investment in strengthening the capability of the business, an inevitable factor of which is the up-front incurrence of many of the associated costs, in advance of the delivery of the expected revenues which are expected to develop and accrue over subsequent years. Over the last 2 years, in line with the strategy, the company has invested in people, design, marketing, warehousing and its on-line and technical capability. In November 2024, the company completed an equity raise to underpin the business strategy and investment plans and develop a partnership to support future growth. The directors believe the company has successfully developed its brand, product and service offering to deliver significant growth, and has a supportive equity partner to enable it to deliver on its growth plans. The financial results are reflective of the investment profile of the company strategy, as anticipated by the directors. While the company develops and grows operating profits, the cost of borrowing associated with the investment is high relative to the early returns. During the year under review, the beverage alcohol sector globally has experienced commercial headwinds, resulting in softness in demand. Consumer demand, premiumisation and increases in stock holdings that drove several years of strong performance have seen reduced momentum, meaning larger international operators have become exposed to weaker volumes in key markets, and for some trade/tariff shocks. Industry revenues have been affected by region-specific demand reductions, and in particular weakness in the U.S. and China - two of the biggest profit markets - which has dented organic sales and left some vulnerable to negative growth. In addition, Chinese/US tariffs and related uncertainty have weighed on the industry. The directors recognise the impact of wider market conditions but believe that the company benefits from currently have a low direct exposure to tariff increases, given the mix and balance of trade. While overall industry growth trends have been very subdued, it is pleasing that the company has continued to experience strong turnover growth in 2024 and expects that during 2025 the rate of revenue growth will increase further.

Principal Risks and Uncertainties of the Business The Directors consider that the Company faces the following risks on a day to day basis: Foreign Currency risk The company trades predominantly in sterling but is exposed to payment and receipts in other currencies, and in particular Euro and US dollar. The company aims to balance receipts and payments in each currency. As the business grows, and to the extent required and considered appropriate by the directors, currency exposures may be managed by forward buying and selling. There are no financial instruments in place at the financial year end. Competition risk The directors consider that the company and its brands and products will continue to penetrate and compete effectively within target markets. The focus on supply chain security and sustainability, and cost base efficiency enables the company to position its brands and products attractively within chosen market segments and across channels. The Spiritly e-commerce channel is showing increasing potential, and progress has been very encouraging, and the creative design capability remains market-leading. The directors are confident that the company will grow sales and gain market share. Financial risk management The company trades predominantly in sterling but is exposed to payment and receipts in other currencies, and in particular Euro and US dollar. The company aims to balance receipts and payments in each currency. As the business grows, and to the extent required and considered appropriate by the directors, currency exposures may be managed by forward buying and selling. There are no financial instruments in place at the financial year end.

Credit risk Uncertainties in the economic climate can give rise to bad debt risk. The board seeks to mitigate this risk by adhering to robust credit control procedures. Credit insurance is taken out for all customers and all debtors are reviewed on a regular basis and provision is made for bad or doubtful debts should they arise. Liquidity risk and Cash flow risk The liquidity and cashflow position of the company is closely managed to ensure that the business has the resources it needs to deliver products and services when required. The funding position of the company is monitored and relationships with funders developed and managed to ensure that there are adequate facilities available to meet the financing needs associated with the growth ambitions of the business. Interest rate risk The growth in the business will give rise to higher levels of funding. The cost of funds is monitored by the directors, including the requirement for any hedging of interest rate exposure, that may be considered appropriate. Company strategy and Future developments The company strategy remains unchanged - to develop the own-brand spirit portfolio and to expand its reach into new markets and channels. In parallel, the company aims to continue the development and growth of its e-commerce wholesale, trading and wine business, and to grow the internationally-recognised creative design division. Financial Performance Indicators The directors use both financial and non-financial performance indicators to monitor the performance of the business, including the preparation of regular management accounts, review of customer satisfaction and maintenance of supplier relationships amongst the measures employed.

This report was approved by the board of directors on 29 September 2025 and signed on behalf of the board by:

Mr R Ryan	Mr S Pattison
Director	Director

Mr P Millar
Director

Registered office:

13 Lombard Street

Belfast

BT1 1RB

Drinksology Ltd

Directors' Report

Year ended 31 December 2024

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

Directors

The directors who served the company during the year were as follows:

Mr R Ryan
Mr S Pattison
Mr P Millar	(Appointed 4 November 2024)

Dividends

The directors do not recommend the payment of a dividend.

Disclosure of information in the strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Sch. 7 to the Large and Medium-sized Companies to be contained in the directors' report. It has done so in respect of future developments and financial risk management (credit risk, liquidity risk, foreign currency risk and cash flow risk).

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, 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 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 profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments 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 transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.

This report was approved by the board of directors on 29 September 2025 and signed on behalf of the board by:

Mr R Ryan	Mr S Pattison
Director	Director

Mr P Millar
Director

Registered office:

13 Lombard Street

Belfast

BT1 1RB

Drinksology Ltd

Independent Auditor's Report to the Members of Drinksology Ltd

Year ended 31 December 2024

Opinion

We have audited the financial statements of Drinksology Ltd (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, 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 company's affairs as at 31 December 2024 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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. 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 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 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 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.

Responsibilities of directors

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.

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. 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with trustees and other management; -we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: -performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; and - assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; and - enquiring of management as to actual and potential litigation and claims. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - 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. 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. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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 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.

John Magee

(Senior Statutory Auditor)

For and on behalf of

Aubrey Campbell & Company

Chartered Accountants & Statutory Auditors & statutory auditor

631 Lisburn Road

Belfast

BT9 7GT

29 September 2025

Drinksology Ltd

Statement of Comprehensive Income

Year ended 31 December 2024

			Period from
		Year to	1 Nov 22 to
		31 Dec 24	31 Dec 23
Note		£	£
Turnover	4	22,555,597	20,614,622

Cost of sales	17,395,051	17,063,991
	-------------	-------------
Gross profit	5,160,546	3,550,631

Administrative expenses		5,095,873	4,048,061
		------------	------------
Operating profit/(loss)	5	64,673	( 497,430)

Other interest receivable and similar income	9	10,064	484
Interest payable and similar expenses	10	2,035,941	1,335,291
		------------	------------
Loss before taxation		( 1,961,204)	( 1,832,237)

Tax on loss	11	–	( 25,820)
		------------	------------
Loss for the financial year and total comprehensive income		( 1,961,204)	( 1,806,417)
		------------	------------

All the activities of the company are from continuing operations.

Drinksology Ltd

Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Intangible assets	12	904,334	845,733
Tangible assets	13	256,304	248,487
		------------	------------
		1,160,638	1,094,220

Current assets

Stocks	14	5,432,630	5,427,750
Debtors	15	9,606,011	5,891,494
Cash at bank and in hand		4,826,780	440,495
		-------------	-------------
		19,865,421	11,759,739

Creditors: amounts falling due within one year	17	18,037,548	14,080,098
		-------------	-------------
Net current assets/(liabilities)		1,827,873	( 2,320,359)
		------------	------------
Total assets less current liabilities		2,988,511	( 1,226,139)

Creditors: amounts falling due after more than one year	18	1,473,922	–
		------------	------------
Net assets/(liabilities)		1,514,589	( 1,226,139)
		------------	------------

Capital and reserves

Called up share capital	21	120	100
Share premium account	22	4,701,912	–
Profit and loss account	22	( 3,187,443)	( 1,226,239)
		------------	------------
Shareholders funds/(deficit)		1,514,589	( 1,226,139)
		------------	------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 29 September 2025 , and are signed on behalf of the board by:

Mr R Ryan	Mr S Pattison
Director	Director

Mr P Millar
Director

Company registration number: NI648509

Drinksology Ltd

Statement of Changes in Equity

Year ended 31 December 2024

	Called up share capital	Share premium account	Profit and loss account	Total
	£	£	£	£
At 1 November 2022	100	–	580,178	580,278

Loss for the year			( 1,806,417)	( 1,806,417)
	----	----	------------	------------
Total comprehensive income for the year	–	–	( 1,806,417)	( 1,806,417)

At 31 December 2023	100	–	( 1,226,239)	( 1,226,139)

Loss for the year			( 1,961,204)	( 1,961,204)
	----	----	------------	------------
Total comprehensive income for the year	–	–	( 1,961,204)	( 1,961,204)

Issue of shares	20	4,701,912	–	4,701,932
	----	------------	----	------------
Total investments by and distributions to owners	20	4,701,912	–	4,701,932

	----	------------	------------	------------
At 31 December 2024	120	4,701,912	( 3,187,443)	1,514,589
	----	------------	------------	------------

Drinksology Ltd

Statement of Cash Flows

Year ended 31 December 2024

	2024	2023
Note	£	£

Cash flows from operating activities

Loss for the financial year	( 1,961,204)	( 1,806,417)

Adjustments for:
Depreciation of tangible assets	85,433	102,319
Amortisation of intangible assets	110,922	93,971
Other interest receivable and similar income	( 10,064)	( 484)
Interest payable and similar expenses	2,035,941	1,335,291
Gains on disposal of tangible assets	–	( 10,003)
Gains on disposal of intangible assets	–	( 8,333)
Tax on loss	–	( 25,820)
Accrued income	( 860,987)	( 397,172)

Changes in:
Stocks	( 4,880)	( 2,022,698)
Trade and other debtors	( 1,821,756)	( 1,660,006)
Trade and other creditors	2,043,794	( 1,275,520)
	------------	------------
Cash generated from operations	( 382,801)	( 5,674,872)

Interest paid	( 2,035,941)	( 1,335,291)
Interest received	10,064	484
Tax paid	( 66,486)	( 201,220)
	------------	------------
Net cash used in operating activities	( 2,475,164)	( 7,210,899)
	------------	------------

Cash flows from investing activities

Purchase of tangible assets	( 93,250)	( 103,421)
Proceeds from sale of tangible assets	–	22,864
Purchase of intangible assets	( 169,523)	( 589,464)
Proceeds from sale of intangible assets	–	85,716
	------------	------------
Net cash used in investing activities	( 262,773)	( 584,305)
	------------	------------

Cash flows from financing activities

Proceeds from issue of ordinary shares	4,701,932	–
Proceeds from borrowings	–	( 1,632,667)
Proceeds from loans from participating interests	46,199	–
	------------	------------
Net cash from/(used in) financing activities	4,748,131	( 1,632,667)
	------------	------------

Net increase/(decrease) in cash and cash equivalents		2,010,194	( 9,427,871)
Cash and cash equivalents at beginning of year		(11,084,457)	(1,656,586)
		-------------	-------------
Cash and cash equivalents at end of year	16	( 9,074,263)	( 11,084,457)
		-------------	-------------

Drinksology Ltd

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in Northern Ireland. The address of the registered office is 13 Lombard Street, Belfast, BT1 1RB.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The directors have considered a number of factors in order assess the continued applicability of the going concern basis of preparation. These include the current position of the company and the impact of progress made to date on future prospects, the wider industry and market conditions and the funding facilities and ongoing support that it has with its funding partners. Despite prolonged, well documented market constraints, the impact of which the business has taken steps to mitigate, revenues continue to gather momentum as the company expands its product portfolio and geographical reach, with an eye to optimising gross profit and affordable financing. Forecasts for the year to December 2026, based on prudent management assumptions, indicate that the company has adequate funding to meet its requirements. The directors remain confident in the commercial strategy of the business and are satisfied with the progress being made to date. In light of these factors, the directors are confident that it remains appropriate to prepare these financial statements on a going concern basis.

Judgements and key sources of estimation uncertainty

Revenue recognition The timing of revenue depends on the assessed stage of completion of service activity at the balance sheet date. This assessment requires that revenues which do not arise until the occurrence of a specified future event or outcome which is outside the control of the company are not recognised until that event occurs. Impairment Goodwill is tested for impairment in accordance with the accounting policy for goodwill set out below. The recoverable amount of goodwill is determined based on value in use. This calculation requires the use of estimates and projections. Depreciation The company's statement of financial position reflects a tangible fixed asset class which is subject to depreciation. Depreciation rates are based upon the expected economic lives of the related tangible fixed assets. Any variation in the useful economic lives of the asset class will have an impact on the balance sheet and financial position of the company. The useful economic lives of tangible fixed assets are uncertain and, therefore, the actual economic life of an asset may be shorter or longer than expected. There have been no significant revisions to the estimated lives during the current financial year. Going concern In order to assess whether it is appropriate for the company to be reported as a going concern, the directors apply judgement, having undertaken appropriate enquiries and having considered the business activities and the company's principal risks and uncertainties. In arriving at this judgement there are a large number of assumptions and estimates involved .

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover 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.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably .

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Development costs	-	10% straight line
Patents, trademarks and licences	-	10% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Research and development

Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. 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, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. 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 profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Plant and machinery	-	25% reducing balance
Fixtures and fittings	-	25% reducing balance

Impairment of fixed assets

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 the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. 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

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Short term employee benefits

The company provides short term benefits including holiday pay to their employees. These are recognised as an expense in the period in which the service is received.

4. Turnover

Turnover arises from:

		Period from
	Year to	1 Nov 22 to
	31 Dec 24	31 Dec 23
	£	£
Sale of goods	19,788,374	19,526,472
Rendering of services	2,767,223	1,088,150
	-------------	-------------
	22,555,597	20,614,622
	-------------	-------------

During the period, turnover of £1,939,473 (2023: £2,222,599) can be attributed to sales within the EC.

5. Operating profit/(loss)

Operating profit or loss is stated after charging/crediting:

		Period from
	Year to	1 Nov 22 to
	31 Dec 24	31 Dec 23
	£	£
Amortisation of intangible assets	110,922	93,971
Depreciation of tangible assets	85,433	102,319
Gains on disposal of tangible assets	–	( 10,003)
Gains on disposal of intangible assets	–	( 8,333)
Impairment of stocks	( 10,000)	10,000
Impairment of trade debtors	27,344	4,234
Foreign exchange differences	( 9,333)	( 2,108)
	---------	---------

6. Auditor's remuneration

		Period from
	Year to	1 Nov 22 to
	31 Dec 24	31 Dec 23
	£	£
Fees payable for the audit of the financial statements	12,500	10,000
	--------	--------

7. Staff costs

The average number of persons employed by the company during the year, including the directors, amounted to:

	2024	2023
	No.	No.
Production staff	41	35
Administrative staff	4	3
Management staff	5	5
	----	----
	50	43
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

		Period from
	Year to	1 Nov 22 to
	31 Dec 24	31 Dec 23
	£	£
Wages and salaries	2,494,346	1,776,457
Social security costs	281,399	217,184
Other pension costs	75,891	58,579
	------------	------------
	2,851,636	2,052,220
	------------	------------

8. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

		Period from
	Year to	1 Nov 22 to
	31 Dec 24	31 Dec 23
	£	£
Remuneration	478,789	39,798
Company contributions to defined contribution pension plans	12,144	756
	---------	--------
	490,933	40,554
	---------	--------

Remuneration of the highest paid director in respect of qualifying services:

		Period from
	Year to	1 Nov 22 to
	31 Dec 24	31 Dec 23
	£	£
Aggregate remuneration	227,243	12,847
Company contributions to defined contribution pension plans	6,080	378
	---------	--------
	233,323	13,225
	---------	--------

9. Other interest receivable and similar income

		Period from
	Year to	1 Nov 22 to
	31 Dec 24	31 Dec 23
	£	£
Interest on cash and cash equivalents	10,064	484
	--------	----

10. Interest payable and similar expenses

		Period from
	Year to	1 Nov 22 to
	31 Dec 24	31 Dec 23
	£	£
Interest on banks loans and overdrafts	2,032,588	1,331,889
Other interest payable and similar charges	3,353	3,402
	------------	------------
	2,035,941	1,335,291
	------------	------------

11. Tax on loss

Major components of tax income

		Period from
	Year to	1 Nov 22 to
	31 Dec 24	31 Dec 23
	£	£

Deferred tax:

Origination and reversal of timing differences	–	( 25,820)
	----	--------
Tax on loss	–	( 25,820)
	----	--------

Reconciliation of tax income

The tax assessed on the loss on ordinary activities for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 19 % (2023: 19 %).

		Period from
	Year to	1 Nov 22 to
	31 Dec 24	31 Dec 23
	£	£
Loss on ordinary activities before taxation	( 1,961,204)	( 1,832,237)
	------------	------------
Loss on ordinary activities by rate of tax	( 372,629)	( 348,125)
Effect of expenses not deductible for tax purposes	10,768	22,069
Effect of capital allowances and depreciation	( 1,485)	( 38,272)
Unused tax losses	363,346	338,508
	------------	------------
Tax on loss	–	( 25,820)
	------------	------------

12. Intangible assets

	Development costs	Patents, trademarks and licences	Total
	£	£	£
Cost
At 1 January 2024	818,906	120,798	939,704
Additions	–	76,281	76,281
Additions from internal developments	93,242	–	93,242
	---------	---------	------------
At 31 December 2024	912,148	197,079	1,109,227
	---------	---------	------------
Amortisation
At 1 January 2024	81,891	12,080	93,971
Charge for the year	91,214	19,708	110,922
	---------	---------	------------
At 31 December 2024	173,105	31,788	204,893
	---------	---------	------------
Carrying amount
At 31 December 2024	739,043	165,291	904,334
	---------	---------	------------
At 31 December 2023	737,015	108,718	845,733
	---------	---------	------------

13. Tangible assets

	Plant and machinery	Fixtures and fittings	Total
	£	£	£
Cost
At 1 January 2024	282,348	311,386	593,734
Additions	34,143	59,107	93,250
	---------	---------	---------
At 31 December 2024	316,491	370,493	686,984
	---------	---------	---------
Depreciation
At 1 January 2024	180,496	164,751	345,247
Charge for the year	33,998	51,435	85,433
	---------	---------	---------
At 31 December 2024	214,494	216,186	430,680
	---------	---------	---------
Carrying amount
At 31 December 2024	101,997	154,307	256,304
	---------	---------	---------
At 31 December 2023	101,852	146,635	248,487
	---------	---------	---------

14. Stocks

	2024	2023
	£	£
Raw materials and consumables	5,432,630	5,427,750
	------------	------------

15. Debtors

	2024	2023
	£	£
Trade debtors	4,017,212	2,817,300
Amounts owed by companies under common ownership	1,139,757	1,191,585
Prepayments and accrued income	2,724,610	257,066
Directors loan account	1,255,639	1,185,133
Other debtors - s455 tax	417,119	393,323
Other debtors - Bike 2 Work Scheme	4,587	–
Other debtors	47,087	47,087
	------------	------------
	9,606,011	5,891,494
	------------	------------

Amounts owed by companies under common ownership are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

16. Cash and cash equivalents

Cash and cash equivalents comprise the following:

	2024	2023
	£	£
Cash at bank and in hand	4,826,780	440,495
Bank overdrafts	( 13,901,043)	( 11,524,952)
	-------------	-------------
	( 9,074,263)	( 11,084,457)
	-------------	-------------

17. Creditors: amounts falling due within one year

	2024	2023
	£	£
Bank loans and overdrafts	13,901,043	11,524,952
Trade creditors	2,340,083	2,003,725
Amounts owed to undertakings in which the company has a participating interest	46,199	–
Accruals and deferred income	1,124,792	93,018
Corporation tax	42,481	108,967
Social security and other taxes	556,431	348,995
Other creditors	26,519	441
	-------------	-------------
	18,037,548	14,080,098
	-------------	-------------

The following borrowings are secured by the company by way of a fixed charge and floating charge covering all the of assets or undertakings of the company, containing a negative pledge. Contained within "Banks loans and overdrafts" as above are committed facilities which extend for a period in excess of 12 months from the date of approval of the financial statements .

18. Creditors: amounts falling due after more than one year

	2024	2023
	£	£
White Rock Loan	1,473,922	–
	------------	----

19. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 63,747 (2023: £ 57,823 ).

20. Financial instruments

The carrying amount for each category of financial instrument is as follows:

	2024	2023
	£	£

Financial assets that are debt instruments measured at amortised cost

Financial assets that are debt instruments measured at amortised cost	5,208,643	4,055,974
	------------	------------

Financial liabilities measured at amortised cost

Financial liabilities measured at amortised cost	18,912,558	13,622,138
	-------------	-------------

21. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £– (2023 - £0.01) each	–	–	10,000	100
A Ordinary shares shares of £ 0.01 each	2,000	20	–	–
B Ordinary shares shares of £ 0.01 each	10,000	100	–	–
	--------	----	--------	----
	12,000	120	10,000	100
	--------	----	--------	----

22. Reserves

Called-up share capital - represents the nominal value of shares that have been issued . Share premium account - represents the difference between the consideration received for shares and their par value . Profit and loss account - this reserve records retained earnings and accumulated losses.

23. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	440,495	4,386,285	4,826,780
Bank overdrafts	(11,524,952)	(2,376,091)	(13,901,043)
Debt due within one year	–	(46,199)	(46,199)
	-------------	------------	-------------
	( 11,084,457)	1,963,995	( 9,120,462)
	-------------	------------	-------------

24. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	2024	2023
	£	£
Not later than 1 year	256,350	271,948
Later than 1 year and not later than 5 years	190,086	556,431
	---------	---------
	446,436	828,379
	---------	---------

25. Directors' advances, credits and guarantees

During the year the directors entered into the following advances and credits with the company:

	2024
	Balance brought forward	Advances/ (credits) to the directors	Amounts repaid	Balance outstanding
	£	£	£	£
Mr R Ryan	563,144	35,979	–	599,123
Mr S Pattison	621,989	34,527	–	656,516
	------------	--------	----	------------
	1,185,133	70,506	–	1,255,639
	------------	--------	----	------------

	2023
	Balance brought forward	Advances/ (credits) to the directors	Amounts repaid	Balance outstanding
	£	£	£	£
Mr R Ryan	407,943	156,038	( 837)	563,144
Mr S Pattison	459,199	163,615	( 825)	621,989
	---------	---------	-------	------------
	867,142	319,653	( 1,662)	1,185,133
	---------	---------	-------	------------

Included in trade creditors is £1,387 owed to director Mr R Ryan at the year end.

Drinksology Ltd

Notes to the Financial Statements (continued)

Year ended 31 December 2024

26. Related party transactions

Drinksology Limited was a 100% owned subsidiary of Kirker Greer (Holdings) Limited until 04 November 2024 and then became a 83% subsidiary of Kirker Greer (Holdings) Limited. At the balance sheet date Kirker Greer (Holdings) Limited owed Drinksology Limited £180,888 (2023: £181,110). A number of subsidiaries of Kirker Greer (Holdings) Limited owe Drinksology Limited the following at the balance sheet date: - Mayday Island Ltd £1,221 (2023: £909) - Sailortown Brewing Ltd £1,380 (2023: £1,067) - McGraths Brewing Ltd £1,289 (2023: £976) - Kirker & Greer Whiskey Ltd £12,002 (2023: £13,745) - Jawbox Spirits Company Ltd £1,366 (2023: £1,054) - Del Suelo Ltd £742 A number of subsidiaries of Kirker Greer (Holdings) Limited were owed monies from Drinksology Limited at the balance sheet date: - Bowsaw Bourbon Ltd £841 (2023: £901 owed to Drinksology Ltd ) - Red Bonny Rum Ltd £865 (2023: £878 owed to Drinksology Ltd ) - Darker Still Company Ltd £32,877 (2023: £51,332 owed to Drinksology Ltd ) A number of companies under common directorship owed monies to Drinksology Ltd at the balance sheet date: - Drinksology Europe Ltd £9,123 (2023: £2,374) - Hopple Brands Ltd £941 (2023: £629) - Bar Library Wines and Spirits Merchants Ltd £2,616 (2023: £3,879) - Chinnery Gin Co Ltd £1,460 (2023: £710) - Kirker Greer & Co Ltd £926,730 (2023: £927,868) A number of companies under common directorship were owed monies from Drinksology Ltd at the balance sheet date: - When we are Giants Ltd £756 (2023: £1,010 owed to Drinksology Ltd ) - Cruz de Nevado Ltd £1,114 (2023: £629 owed to Drinksology Ltd ) - Ginato Italia Ltd £1,114 (2023: £629 owed to Drinksology Ltd ) - Grand Kadoo Rum Ltd £1,114 (2023: £629 owed to Drinksology Ltd ) - Pattison & Co Ltd £1,114 (2023: £629 owed to Drinksology Ltd ) - Ukiyo Spirits Ltd £1,114 (2023: £629 owed to Drinksology Ltd ) - Chinnery Holdings Ltd £1,805 - Darker Sill Spirits (NI) Ltd £418 - Echo & Ember Ltd £1,263 - Hoshi Spirits (NI) Ltd £1,805 During the year the company had sales credits with a company under common directorship totalling £5,141 (2023: sales credits totalling £12,269).

27. Controlling party

The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Kirker Greer (Holdings) Limited. Copies of the Kirker Greer (Holdings) Limited consolidated financial statements can be obtained from 13 Lombard Street, Belfast, BT1 1RB. The companies ultimate controlling parties are Mr S Pattison and Mr R Ryan .