REGISTERED NUMBER: SC141800 (Scotland)

Unaudited Financial Statements

for the Year Ended 31 March 2025

for

Adelphi Distillery Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

A V Bruce

G J Hamilton

A C Campbell

C Mackenzie

J H R Falconer

G L Peterson

REGISTERED OFFICE:

The Ardnamurchan Distillery

Glenbeg

Ardnamurchan

Acharacle

Argyll

PH36 4JG

REGISTERED NUMBER:

SC141800 (Scotland)

ACCOUNTANTS:

A H & Co Ltd

Chartered Accountants

6 Logie Mill

Edinburgh

Lothian

EH7 4HG

FIXED ASSETS

Intangible assets

4

49,425

58,648

Tangible assets

5

263,288

291,428

Investments

6

1,834,403

1,834,403

2,147,116

2,184,479

CURRENT ASSETS

Stocks

7

2,539,957

2,192,377

Debtors

8

12,231,926

11,915,534

Cash at bank and in hand

260,617

476,676

15,032,500

14,584,587

CREDITORS

Amounts falling due within one year

9

1,450,651

1,222,538

NET CURRENT ASSETS

13,581,849

13,362,049

TOTAL ASSETS LESS CURRENT LIABILITIES

15,728,965

15,546,528

CREDITORS

Amounts falling due after more than one year

10

6,153,016

5,698,017

NET ASSETS

9,575,949

9,848,511

CAPITAL AND RESERVES

Called up share capital

13

5,706,294

5,706,294

Share premium

5,043,256

5,043,256

Share option reserve

47,340

15,224

Retained earnings

(1,220,941

)

(916,263

)

SHAREHOLDERS' FUNDS

9,575,949

9,848,511

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements 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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 July 2025 and were signed on its behalf by:

A V Bruce - Director

1.	STATUTORY INFORMATION

Adelphi Distillery Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

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.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer. Turnover from the supply of services represent the fair value of services provided under contracts to the extent that there is a right to consideration and is recorded at fair value of the consideration received or receivable.

Intangible fixed assets

Intangible fixed assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and accumulated impairment losses. Depreciation is provided on all intangible fixed assets, at rates calculated to write off the cost, less residual value, of each asset on a straight line basis over it's expected useful life, as follows:

Patents and licences

-

50% on cost and 10% on cost

Development costs

-

25% on cost

Computer software

-

25% on cost

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of it's useful life.

Tangible fixed assets

Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less residual value, of each asset on a straight line basis over it's expected useful life, as follows:

Freehold property

- 5% on cost

Improvements to property

- 15% on cost

Plant and machinery

- 20% on cost

Fixtures and fittings

- 20% on cost

Motor vehicles

- 20% on cost

Computer equipment

- 25% on cost

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost. After initial recognition, investment in subsidiary undertakings are measured at cost less any accumulated impairment losses.

Investments

Investments are measured at fair value through profit or loss. Where fair value cannot be measured reliably, investments are measured at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Provision is made for obsolete, slow-moving or defective items where appropriate.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Hire purchase and leasing commitments

Assets held under finance leases, hire purchases 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 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 lease to produce a constant periodic rate of interest on the remaining balance of the liability.

Share based payments

The cost of share options granted to employees is calculated based on the fair value of the options at the date the shares were granted and is recognised on an annual basis throughout the anticipated vesting period. The associated cost is allocated to the income statement and a corresponding credit entry is recorded within the share option reserve.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimates can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.

Financial instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

Exemption from preparing a cash flow statement

Exemption has been taken from preparing a cash flow statement on the grounds that the company qualifies as a small company.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 31 (2024 - 29 ) .

4.	INTANGIBLE FIXED ASSETS

Patents

and

Development

Computer

licences

costs

software

Totals

£

£

£

£

COST

At 1 April 2024

and 31 March 2025

36,788

71,190

5,550

113,528

AMORTISATION

At 1 April 2024

29,449

22,656

2,775

54,880

Amortisation for year

1,616

6,219

1,388

9,223

At 31 March 2025

31,065

28,875

4,163

64,103

NET BOOK VALUE

At 31 March 2025

5,723

42,315

1,387

49,425

At 31 March 2024

7,339

48,534

2,775

58,648

5.	TANGIBLE FIXED ASSETS

Improvements

Freehold

to

Plant and

property

property

machinery

£

£

£

COST

At 1 April 2024

250,179

68,306

115,359

Additions

-

44,485

9,186

At 31 March 2025

250,179

112,791

124,545

DEPRECIATION

At 1 April 2024

163,401

43,643

63,077

Charge for year

12,509

12,031

18,356

At 31 March 2025

175,910

55,674

81,433

NET BOOK VALUE

At 31 March 2025

74,269

57,117

43,112

At 31 March 2024

86,778

24,663

52,282

Fixtures

and

Motor

Computer

fittings

vehicles

equipment

Totals

£

£

£

£

COST

At 1 April 2024

35,383

169,900

4,206

643,333

Additions

1,526

-

-

55,197

At 31 March 2025

36,909

169,900

4,206

698,530

DEPRECIATION

At 1 April 2024

27,824

50,776

3,184

351,905

Charge for year

7,026

32,890

525

83,337

At 31 March 2025

34,850

83,666

3,709

435,242

NET BOOK VALUE

At 31 March 2025

2,059

86,234

497

263,288

At 31 March 2024

7,559

119,124

1,022

291,428

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Motor

vehicles

£

COST

At 1 April 2024

and 31 March 2025

164,450

DEPRECIATION

At 1 April 2024

45,326

Charge for year

32,890

At 31 March 2025

78,216

NET BOOK VALUE

At 31 March 2025

86,234

At 31 March 2024

119,124

6.	FIXED ASSET INVESTMENTS

Shares in

group

Other

undertakings

investments

Totals

£

£

£

COST

At 1 April 2024

and 31 March 2025

1,832,200

2,203

1,834,403

NET BOOK VALUE

At 31 March 2025

1,832,200

2,203

1,834,403

At 31 March 2024

1,832,200

2,203

1,834,403

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Adelphi Distillery (1826) Ltd

Registered office: The Ardnamurchan Distillery, Glenbeg, Ardnamurchan, Acharacle, Argyll, PH36 4JG

Nature of business: Whisky Distiller

%

Class of shares:

holding

Ordinary

100.00

31.3.25

31.3.24

£

£

Aggregate capital and reserves

(580,417

)

(890,334

)

Profit for the year

309,917

479,836

7.

STOCKS

31.3.25

31.3.24

£

£

Stocks

2,539,957

2,192,377

8.

DEBTORS

31.3.25

31.3.24

£

£

Amounts falling due within one year:

Trade debtors

547,327

421,818

Other debtors

303,182

346,364

850,509

768,182

Amounts falling due after more than one year:

Amounts owed by group undertakings

11,381,417

11,147,352

Aggregate amounts

12,231,926

11,915,534

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

£

£

Hire purchase contracts (see note 11)

24,014

24,014

Trade creditors

266,993

229,500

Taxation and social security

21,061

-

Other creditors

1,138,583

969,024

1,450,651

1,222,538

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.3.25

31.3.24

£

£

Hire purchase contracts (see note 11)

84,360

105,790

Other creditors

6,068,656

5,592,227

6,153,016

5,698,017

11.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase

contracts

31.3.25

31.3.24

£

£

Net obligations repayable:

Within one year

24,014

24,014

Between one and five years

84,360

105,790

108,374

129,804

Non-cancellable

operating leases

31.3.25

31.3.24

£

£

Within one year

23,101

17,976

Between one and five years

58,696

39,247

In more than five years

30,000

35,000

111,797

92,223

12.	SECURED DEBTS

The following secured debts are included within creditors:

31.3.25

31.3.24

£

£

Raindance loan

6,066,156

5,579,727

Raindance Investments Limited holds a fixed and floating charge over the assets of the company and a negative pledge over the shares held in Adelphi Distillery (1826) Limited.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.25

31.3.24

value:

£

£

5,653,796

A Ordinary

£1

5,653,796

5,653,796

52,498

B Ordinary

£1

52,498

52,498

5,706,294

5,706,294

14.	RELATED PARTY DISCLOSURES

Related Party

Transaction

Value (2025)

Value (2024)

Balance receivable from/(payable to) related party as at 31.3.25

Balance receivable from/(payable to) related party as at 31.3.24

£

£

£

£

(1) Adelphi Distillery (1826) Limited

Inter Company Loan Balance

-

-

11,381,417

11,147,352

Purchases

(2,014,655)

(1,383,638)

-

-

Sales

-

195,463

-

-

Working capital transfer

1,224,500

844,738

-

-

Management charge

48,000

48,000

-

-

Visitor Centre rental charge

(50,000)

(50,000)

-

-

Loan interest

558,090

542,203

-

-

(2) Raindance Investments Limited

Loan interest on Raindance loan

(486,429)

(527,701)

(6,066,156)

(5,579,727)

(3) Broomhall Farm Partnership

Rent

(5,000)

(5,000)

-

-

(4) MacLean & Bruce

Sales

36,159

3,513

432

-

(5) Ardnamurchan Estate

Visitor Centre cost of sales

8,813

-

(752)

-

(1) Adelphi Distillery (1826) Limited is a subsidiary company.

(2) Raindance Investments Limited is owned by a shareholder of the company.

(3) A director of the company is related to a partner of Broomhall Farm Partnership.

(4) A director's spouse is a director of MacLean & Bruce.

(5) Ardnamurchan Estate is owned by a shareholder of the group.

15.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is D F Irwin Houston.

16.	SHARE-BASED PAYMENT TRANSACTIONS

There are currently two share option schemes in Adelphi Distillery Limited:

Share Scheme 1

During the year ended 31st March 2020, a total of 407,250 share options were granted to employees. The options have a long stop vesting period of ten years and are exercisable at a price of £1 per share. If the options remain unexercised after a period of ten years from the grant date, the options expire. Options are forfeited if the employee leaves the company before the options vest.

386,887 of these options were surrendered during the year ended 31st March 2024. The total cost recognised thus far in relation to these options is £133,132 and the accounts have been updated to eliminate this cost.

In the year ended 31st March 2025, a further £2,036 (2024: £2,036) has been recognised in the loan due by the subsidiary company, Adelphi Distillery (1826) Limited, as the remaining options relate to an employee of the subsidiary.

Share Scheme 2

During the year ended 31st March 2024, a total of 613,887 of share options were granted to employees. The options have a long stop vesting period of ten years and are exercisable at a price of £1 per share. If the options remain unexercised after a period of ten years from the grant date, the options expire. Options are forfeited if the employee leaves the company before the options vest.

In the year ended 31st March 2025, a total of £30,080 (2024: £6,181) has been recognised in the income statement in relation to share scheme two.