The directors present the strategic report for the year ended 31 March 2025.
1. Business overview and strategy
Still Life Ltd is the ultimate holding company for the Vintage Saga Group of companies. The purpose of the Group is to build value for shareholders through investment in businesses with significant growth and cash generation potential, using the profits and free cash to reinvest in existing operations, or for future acquisitions. The group also invests in cask stock of young and mature bulk spirits for the purpose of bottling via its subsidiaries at some point in the future, or for trading with 3rd parties.
Within the Group, there are four operating businesses:
The Auction group, comprising Whisky Auctioneer Ltd. & Wine Auctioneer Ltd., which provide a digital auction platform for buyers and sellers of whisky, rum, and other spirits and wine. Whisky Auctioneer Netherlands B.V. is a wholly-owned subsidiary of Whisky Auctioneer Ltd and supports the UK company’s EU operations by providing warehousing, logistics and administrative services. Whisky Auctioneer Germany GmbH, also a subsidiary of Whisky Auctioneer Ltd, is currently being wound down following the establishment of our Dutch subsidiary. The Auction Group generates circa 40% of Group revenues.
The Dormant Distillery Company Ltd., which is an alcoholic beverage retail and wholesale and distribution business, operating under the trading names of Royal Mile Whiskies, Drinkmonger and The Cigar Box. The Dormant Distillery Company Ltd generates circa 50% of Group revenues.
Decadent Drinks Ltd., an independent bottler and retailer of fine whiskies, rums and cognacs and generates circa 10% of Group revenues. Vintage Saga Ltd. acquired a controlling interest in Decadent Drinks Ltd. In October 2023
Bright Spirits Ltd., which operates the Group’s Bonded Warehouse and holds the majority of the Group’s cask stocks. Bright Spirits Ltd. only provides services to other Vintage Saga Group companies.
2. Business Risks & Uncertainties
Most of the company’s business is undertaken in GBP, so there is limited exposure to foreign currency exchange rates. The directors do not consider this sufficient to justify any specific FX mitigation.
The directors are confident that Still Life Ltd has adequate resources, including but not limited to financial support, operational capabilities, and strategic plans, to continue its operations in the normal course of business for the foreseeable future.
3. Business Outlook
The directors believe that there continues to be good investment opportunities for Still Life Ltd and have access to the funds necessary to support existing operations and exploit new opportunities that meet the company’s investment criteria.
The strategic reports for the two main operating businesses are outlined below.
1. Business Overview
1.1 Introduction
Whisky Auctioneer Limited specialises in auctioning whisky, rum and other spirits on the secondary market through its industry-leading online auction platform. Based in Perth, in Central Scotland, our exciting and fast-growing company launched in 2013 with Whisky Auctioneer, followed by Rum Auctioneer in 2019. We now operate the world’s largest online auction platform, trusted by thousands of regular investors, collectors and consumers each month who recognise our sector expertise, knowledge and enthusiasm.
1.2 Business Model
Whisky Auctioneer provides a global platform for sellers and buyers of old, rare and collectible whiskies, rums and other spirits to build and manage their collections. Every lot we auction is received, inspected and authenticated prior to being photographed and listed on our platform. At the end of the auction period, the lots are won by the highest bidder. They can then choose to either collect or have the lots shipped to them, or can request Whisky Auctioneer to store their lots in our secure warehouse.
Whisky Auctioneer receive commission from Sellers and Buyers, along with various other fees relating to the auction service we provide. Our objective is therefore to maximise the value of lots auctioned on and sold through our platform and ensure we reach as wide an audience of sellers and buyers as possible.
2. Strategy and Objectives
2.1 Strategic Goals
Our objective is to remain the world’s leading auction platform in our chosen markets by continuously improving the services that we offer. During FY25 we completed the first phase of launching our new auction website, which will be rolled out across the Group during the first quarter of FY26, and will then enter a continuous development and improvement phase to deliver additional features and functionality to benefit our clients.
We also aim to be the most accessible auction for sellers and buyers in the global market. We already have operating bases in UK and the EU, and we continue to develop our expertise in shipping valuable excise goods around the world in an ever-more complex compliance-driven environment. Our main performance indicators are our share of the total available market and the volume and value of auctions that we host.
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.
2.2 Business Risks & Uncertainties
The primary business risks identified are:
2.2.1 A drop in the values achieved for whisky and rum sold on the secondary market. During FY25, there has been a softening of demand across the whisky industry, which in turn has created downward pressure on volumes being sold and values being achieved in the secondary market. The company has addressed this through operational efficiencies and adjusting its income model.
2.2.2 Changes to legislation relating to international movement of excise goods. Of particular note was the introduction of tariffs for exports to USA which were introduced toward the end of FY25 and have remained in place so far through FY26. This caused some initial disruption due to uncertainty amongst US customers, but the situation has stabilised and US buyer activity has returned to pre-tariff levels. We continue to actively monitor legislative changes in house and through our professional advisory network.
2.2.3 Whisky Auctioneer Limited operates in a highly competitive market. Whilst we operate the largest auction platform by value, we need to continually review and improve the service levels that we provide to customers if we are to maintain our position and achieve further growth. Our new web platform is a key element in achieving this.
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. Performance Review and Future Outlook
3.1 Review
Sales for the year to 31 March 2025 were £10.2M compared with £11.2M the previous year. FY25 sales included £1.5M of non-Auction income, primarily generated by trading in cask stock. Like-for-like auction income was £8.7M (FY25) vs £8.6M (FY24). Operating profit before depreciation and tax for the year to 31 March 2025 was £1.7M compared with £1.8M the previous year.
During the financial year ending 31st March 2025, the Group undertook a reorganisation of cask stock assets owned by Whisky Auctioneer 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.
Investment continued in our online auction platform during the year, culminating in the first phase of its launch between March and May 2025. Further investment is planned to deliver enhanced features and functionality for our clients, aligning with our objective of remaining the world’s leading online auction platform within our chosen markets.
After dividends, the net asset value decreased by £1.4M to £2.9M over the period.
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 remain unchanged and include:
Financial: hammer price, %age of lots sold vs unsold, income, fulfilment costs, gross margin, operating costs vs budget, and EBITDA;
Business Development: number of new customer registrations, frequency of customer interactions (buyers and sellers), number of customer service cases and turnaround time, customer satisfaction levels;
Operations: turn-around-time for inward & outward logistics, loss and breakage rates, listing and fulfilment accuracy.
These metrics are shared across the business and are used to provide feedback and identify improvement opportunities within the team.
3.3 Outlook
FY25 has seen whisky prices stabilising within the secondary market and valuations remain broadly in line with the second half of FY24. However, the soft market has caused seller activity to remain lower than the recent average and this trend has continued into the summer months of 2025. There are signs that seller interest is picking up, but our expectation is that this will not generate a material increase in volumes until the second half of 2025.
We remain vigilant of legislative changes which impact our business and are committed to maintaining full compliance with all such obligations. We believe that the investment we continue to make in ensuring compliance with all relevant regulations puts us ahead of many companies operating in our markets which provides greater confidence for our clients. We continue to refine the services we offer to customers across the globe, both in terms of getting their bottles to and from us and increasing their access to as wide a market as possible.
The 3-year strategic plan for the Auction Group is continually reviewed, and whilst market activity remains below previous expectations, the directors are confident that the company is well placed to increase shareholder value in FY26 and beyond.
1. Business Overview
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. Strategy and Objectives
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. Performance Review and Future Outlook
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 £4.3K, compared with £153K 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 results for the year are set out on page 13.
Ordinary dividends were paid amounting to £353,333 (2024: £350,000). The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group's operations are funded by the cash flow generated from its trading activities The objective is to retain sufficient funds to enable the group to meet its day to day obligations as they fall.
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 Still Life Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
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.
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 group and the parent company and the sector in which they operate, 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;
UK Corporation Tax Act 2010; and
Licensing Act 2003.
We gained an understanding of how the group and the parent company are 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 group’s and parent company's 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 group’s and parent 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 regulators;
Completion of appropriate checklists and use of our experience to assess the group’s and parent 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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,147,036 (2024 - £879,487 profit).
Still Life Ltd (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Balinshaw, Forgandenny, Perth, Scotland, PH2 9HR.
The group consists of Still Life Ltd and all of its subsidiaries.
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, modified to include the revaluation of freehold buildings at fair value. The principal accounting policies adopted are set out below.
The 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 for parent company information presented within the consolidated financial statements:
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 consolidated group financial statements consist of the financial statements of the parent company Still Life Ltd together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent 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 group and parent company and are satisfied 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 goods and services provided in the normal course of business, and is shown net of VAT.
Revenue is recognised on an accruals basis and is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and 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.
Bright Spirits Ltd ("BSL") provides bonded warehousing, cask acquisition and bottling fulfilment / dispatch services to other Group companies, primarily Decadent Drinks Ltd ("DDL") and The Dormant Distillery Company Ltd ("DDC"). A service level agreement ("SLA") has been established between these companies which sets out the services that BSL will deliver and the lead times they will meet. All direct costs incurred by BSL (e.g. cask purchases, 3rd party bottling charges) are recharged at cost with no mark-up applied. The recurring operational costs incurred by BSL are recharged to DDL and DDC through a monthly subscription fee as set out in the SLA. The subscription fees have been calculated at a rate which enables BSL to recover all operating costs and to generate a 5% operating profit.
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 recognised in the profit and loss account.
Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of 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).
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially 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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors and deferred consideration, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.
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 group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
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 profit and loss account 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Determining the useful life of goodwill (group net book value - £3,156,407, company - £nil) requires an estimation of the expected period in which economic benefits are expected to flow to the entity. This requires the entity to estimate the future cash flows expected to arise from each of the cash generating units and the period in which they will arise and continue for in the foreseeable to determine the appropriate period for goodwill to be amortised over.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
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:
Negative goodwill relates to a historic acquisition of Vintage Saga Ltd group and Decadent Drinks Limited.
The website development costs are not being amortised as the updated website was brought into use in April 2025, and amortisation will be charged from this point.
Freehold buildings were revalued at 26 August 2024 by Shepherd Commercial, independent valuers not connected with the group on the basis of market value. The directors consider this to remain a true reflection of the fair value of these properties at 31 March 2025.
The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:
Details of the company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
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.
In the prior year, other creditors includes deferred consideration of £1,250,000 on acquisition of The Dormant Distillery Company Limited which was paid on the first anniversary of the completion date. Monthly interest was accrued on deferred consideration at a rate of 3.5% per annum above the base lending rate of the Bank of England.
Other borrowings relates to a lending platform that allows the Company to draw down funds against Cask stock. The book value of stock covered by the lending platform as at 31 March 2025 was £651,720, representing Whisky and Rum Cast Stock held. Interest of 6% above Bank of England base rate is charged on outstanding amounts and is secured by the casks borrowed against.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is not expected to reverse within 12 months and relates to accelerated capital allowances and losses that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. At the year end £23,326 (2024: £21,938) was accrued in relation to outstanding pension contributions.
All shares carry equal voting and dividend rights and are entitled to participate in distribution on a winding up.
The cumulative revaluation gains and losses in respect of investment properties, net of tax.
Cumulative profit and loss net of distributions to owners.
Under S.479C of the Companies Act 2066, Still Life Ltd has provided a guarantee to Bright Spirits Limited (Company registration no. SC597630), Wine Auctioneer Ltd (Company registration no. SC558937) and Decadent Drinks Ltd (Company registration no. SC675568), which is exempt from the requirement of this act relating to the audit of individual accounts by virtue of S479A.
A member of the group, The Dormant Distillery Company had provided security by way of bonds and floating charge, with a negative pledge, over the assets of the company in favour of Mr KM Sword. This security was satisfied on 4th October 2024.
A further member of the group, Vintage Saga has provided security by way of bonds and floating charges over the assets of the company in favour of Barclays Bank PLC, Barclays Security Trustee Limited, KMSST, and Mr KM Sword.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
From the period 1st April 2024 to 31st March 2025, sales of £530,269 (2024: £328,054) and purchases of £323,224 (2024: £43,186) were made with Decadent Drinks Ltd and other entities within the Group. Amounts owed by Decadent Drinks Ltd to other entities within the Group as at 31st March 2025 was £332,307 (2024: £938,708) and amounts owed to Decadent Drinks Ltd by other Group companies was £51,398.