The directors present the strategic report for the year ended 31 March 2025.

1.1 Introduction

The Dormant Distillery Company Limited was established in 1997 and has developed into a highly respected and popular independent whisky and spirits merchant. Trading under the names Royal Mile Whiskies, Drinkmonger and The Cigar Box, the company has won numerous industry awards. The company also hosts Whisky Fringe, one of the biggest whisky shows in Scotland.

1.2 Business Model

The business operates through four primary sales channels:

• B2C Retail - Royal Mile Whiskies, Drinkmonger (x2) and The Cigar Box

• B2C Online - RoyalMileWhiskies.com, Drinkmonger.com and Cigar-Box.co.uk

• B2B Royal Mile Whiskies Trade - Wholesale and distribution business operating UK-wide.

• Events

2.1 Strategic Goals

The Directors continue to review and refine the strategic plan, building on the company’s strengths and focused on delivering sustainable revenue and profit growth across each sales channel.

As a leading independent whisky merchant, we pride ourselves on the range of products we bring to the market from both well-established and new distilleries and independent bottlers who recognise the access to market that we can provide through our various sales channels. Therefore, a key element to delivering the strategy is to maintain, and continue to build, excellent partnerships with key suppliers.

We put our customers at the forefront of everything we do. We operate in a highly competitive market, and continually strive to improve our value proposition to ensure we can retain and build our customer base across each of our channels.

Finally, we believe that by having a passionate and knowledgeable team, we can provide expert advice to our customers. We invest in our team through both formal and informal training to help build their expertise in the markets that we serve and provide opportunities for visits to producers across the world.

The primary strategic goal is to grow sales and customer base across all channels, and since acquiring the business in October 2022, sales have increased by ~40%.

2.2 Business Risks & Uncertainties

The primary business risks have been identified as:

1. Macro-economic conditions resulting in a drop in demand for the company’s products. We continually monitor customer demand trends across each of our channels to provide early visibility of a softening in demand.

2. Changes to legislation relating to international movement of excise goods. Our online sales channel relies heavily on our ability to dispatch bottles to international customers, and legislation which makes this more difficult may negatively impact our international business. The introduction of US tariffs on imports towards the end of the financial year caused some disruption in demand from US customers, however demand has returned to pre-tariff levels both through online and shop mail order channels.

3. Credit risk. As our trade business grows, so does our exposure to credit risk with trade customers. We have recently strengthened our credit control policy and closely the payment performance of trade customers to ensure we are managing the risk appropriately. No significant bad / doubtful debts have been identified as at FY25 year end.

Senior management have developed strategies to address and mitigate these risks and uncertainties, and as such do not believe any represent a major risk to future performance.

3.1 Review

Sales for the 12 months to 31st March 2025 were £12.4M compared with £10.3M for the 12 months to 31st March 2024. This represents growth of 20%. Growth was achieved across all sales channels, with Online and Trade showing a strong performance with year-on-year growth of 28% and 9% respectively for the accounting period. Gross margin was 24% compared to 28% the previous year, due in large part to planned offers and promotions to increase our global customer base.

Factors which enabled growth during FY25 were:

• Continued investment in the retail outlets, including a substantial refurbishment of The Cigar Box;

• Further investment in working capital, including significant growth of our RMW branded independent cask bottlings;

• Continued growth of the Trade sales team, enabling us to expand our sales reach.

• Investment in online positioning, retail offers and promotions, and search engine optimisation of royalmilewhiskies.com.

Profit before taxation was £4K, compared with £513K in the previous year.

During the financial year ending 31st March 2025, the Group undertook a reorganisation of cask stock assets owned by The Dormant Distillery Limited with the objective of centralising ownership and management under another fully-owned Group company, Bright Spirits Ltd. These cask assets were transferred to the ownership of Bright Spirits Ltd at book value resulting in an inter-company balance between the companies involved in the transfer.

Net assets decreased by £5K to £1.414M during the period, and the directors are confident that there is ample liquidity in the business to support its growth plans.

3.2 Key Performance Indicators

The senior management team recognise that the long-term success of the business is dependent on delivering a great customer experience backed up with excellent service delivery, and various metrics are used across the business to ensure we are meeting these requirements. KPIs include:

• Financial: income, fulfilment costs, gross margin, operating costs vs budget, and EBITDA;

• Business Development: transaction volume and value, new customer acquisition, frequency and recency of customer transactions;

• Operations: order turn-around time and on-time delivery, fulfilment accuracy, customer satisfaction levels, supplier performance.

These metrics are shared across the business and are used to provide feedback and identify improvement opportunities within the team.

3.3 Outlook

The company has ambitious growth objectives for each sales channel, and the increase in sales over the past year illustrates the success of its strategy to grow sales and customer base. and the focus is now firmly on building margin across all sales channels. The investments to support this growth which impacted FY25 profits are already bearing fruit, and the company is on track to meet its profit target for FY26.

Beyond this, we continue to invest in our team through the creation and delivery of a comprehensive learning and development programme aimed at ensuring we have the knowledge and expertise across the business to support our growth ambitions and deliver shareholder value.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company continued to be the sale of whisky and other alcoholic beverages in retail and e-commerce stores.

The results for the year are set out on page 10.

No ordinary dividends were paid (2024: £nil). The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company's operations are funded by the cash flow generated from its trading activities The objective is to retain sufficient funds to enable the company to meet its day to day obligations as they fall due.

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

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 judgements and accounting estimates that are reasonable and prudent; and

• 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.

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

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management and future developments.

We have audited the financial statements of The Dormant Distillery Company Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 company's affairs as at 31 March 2025 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor 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 and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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. 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 course of 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

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

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

• the financial statements are not in agreement with the accounting records and returns; or

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

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

As explained more fully in the directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• UK Generally Accepted Accounting Practice;

• Companies Act 2006;

• Corporation Tax Act 2010; and

• Licensing Act 2003.

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls

• Revenue recognition

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

• Performing audit procedures over the risk of management 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 assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Performing audit procedures over the completeness of revenue;

• Review premises licenses for all retail shops to ensure compliant with regulations;

• Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

The Dormant Distillery Company Limited is a private company limited by shares incorporated in Scotland. The registered office is Pentland Industrial Estate, Loanhead, Midlothian, EH20 9QH.

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

The 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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Still Life Limited.These consolidated financial statements are available from its registered office, Balinshaw, Forgandenny, Perth, Scotland, PH2 9HR.

Atruet 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 at least the next 12 months. The directors have reviewed business plans and prepared projections until March 2027 to consider the expected performance of the company and are comfortable that there are adequate resources available. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the

normal course of business, and is shown net of VAT.

Revenue is recognised on an accruals basis and is recognised at date of invoice, when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Intangible assets are stated at cost, net of amortisation and any provision for impairment.

Goodwill, being the amount paid in connection with the acquisition of a business in 1998 and has been fully amortised.

Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

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.

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

Assets, other than those measured at fair value, are assessed for indicators of impairment at each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in the income statement as described below.

At each reporting date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell, which is equivalent to the net realisable value. Cost is determined using the weighted average method and comprises the purchase price.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

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 assets, which include debtors and bank balances, are measured at transaction price including transaction costs.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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.

Basic financial liabilities, including creditors, are recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised a liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

In the opinion of the directors, there are no significant estimates or judgements that may affect both current and previous years.

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

Their aggregate remuneration comprised:

Directors are remunerated through other member entites of the group.

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

Amounts owed by group undertakings are repayable on demand, unsecured and interest-free.

Amounts owed to group undertakings are repayable on demand, unsecured and interest-free.

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

The deferred tax liability set out above is expected to reverse in greater than 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Amounts outstanding at the balance sheet date is £Nil (2024: £Nil).

Any profit distributions between Ordinary Shareholders and A Shareholders is based upon the date on which a profit declaration is declared. Every distribution of profits within the same share class will be made pro rata according to the amounts paid on shares held.

Each Ordinary shareholder and A shareholder is entitled to attend and vote at general meetings. Deferred shareholders are not entitled to attend or vote at general meetings.

Cumulative profit and loss net of distributions to owners.

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

During the year the company entered into the following transactions with related parties:

The company has taken advantage of the exemption with FRS 102 Section 33 paragraph 33.1A, not to disclose transactions entered into between two or more members of the group, as the company is a wholly owned subsidiary of the group to which it is party to the transactions.

The parent of the smallest and largest group for which consolidated accounts are drawn up of which the company is a member is Still Life Ltd registered at Balinshaw, Forgandenny, Perth, Scotland, PH2 9HR.

In the opinion of the directors, Mr I McClune is considered the ultimate controlling party