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Registered number: 13518331
| UNAUDITED FINANCIAL STATEMENTS
| FOR THE PERIOD ENDED 31 MARCH 2025
| RDG HOLDCO LIMITED
RDG HOLDCO LIMITED |  |
COMPANY INFORMATION
Directors | Mr N.J.Dolan
| Mr P.Dolan
| Mrs J.C.Dunseath
| Mr J.E.A.Hughes
| Mr Z.O.King
Registered number | 13518331
Registered office | 8 Old Lodge Place
| Twickenham
| Middlesex
| TW1 1RQ
Accountants | Menzies LLP
| Chartered Accountants
| Magna House
| 18-32 London Road
| Staines-Upon-Thames
| TW18 4BP
RDG HOLDCO LIMITED |  |
CONTENTS
| Page
Consolidated statement of income and retained earnings | 1
Consolidated statement of financial position | 2 - 3
Company statement of financial position | 4
Notes to the financial statements | 5 - 13
RDG HOLDCO LIMITED |  |
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE PERIOD ENDED 31 MARCH 2025
| 8 months ended 31 March | 12 months ended 31 July
| 2025 | 2024
| £ | £
Revenue |  | 20,490,825 | 27,685,901
Cost of sales |  | (19,101,543) | (25,491,046)
Gross profit |  | 1,389,282 | 2,194,855
Distribution costs |  | (11,254) | (26,728)
Administrative expenses |  | (1,892,370) | (2,565,320)
Operating loss |  | (514,342) | (397,193)
Interest receivable and similar income |  | 2,787 | 4,810
Interest payable and similar expenses |  | (149,688) | (216,636)
Loss before tax |  | (661,243) | (609,019)
Tax on loss |  | 163 | -
Loss after tax |  | (661,080) | (609,019)
Retained earnings at the beginning of the period |  | (2,334,010) | (1,724,991)
|  | (2,334,010) | (1,724,991)
Loss for the period attributable to the owners of the parent company |  | (661,080) | (609,019)
Retained earnings at the end of the period |  | (2,995,090) | (2,334,010)
The notes on pages 5 to 13 form part of these financial statements.
Page 1
RDG HOLDCO LIMITED REGISTERED NUMBER:13518331 |  |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 31 March |  | 31 July
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 5 |  | 509,343 |  | 879,775
Tangible assets | 6 |  | 20,890 |  | 24,498
|  |  | 530,233 |  | 904,273
Current assets |  |  |  |  |
Stocks | 8 | 189,880 |  | 93,694 |
Debtors | 9 | 3,732,026 |  | 4,151,610 |
Cash at bank and in hand |  | 644,771 |  | 710,070 |
|  | 4,566,677 |  | 4,955,374 |
Creditors: amounts falling due within one year | 10 | (6,856,295) |  | (6,933,066) |
Net current liabilities |  |  | (2,289,618) |  | (1,977,692)
Total assets less current liabilities |  |  | (1,759,385) |  | (1,073,419)
Creditors: amounts falling due after more than one year | 11 |  | (901,534) |  | (926,256)
Provisions for liabilities |  |  |  |  |
Deferred taxation |  | (371) |  | (535) |
|  |  | (371) |  | (535)
Net liabilities |  |  | (2,661,290) |  | (2,000,210)
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 73,800 |  | 73,800
Share premium account |  |  | 260,000 |  | 260,000
Profit and loss account |  |  | (2,995,090) |  | (2,334,010)
Equity attributable to owners of the parent company |  |  | (2,661,290) |  | (2,000,210)
|  |  | (2,661,290) |  | (2,000,210)
Page 2
RDG HOLDCO LIMITED REGISTERED NUMBER:13518331 |  |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 MARCH 2025 The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mr N.J.Dolan
Director
Date: 9 March 2026
The notes on pages 5 to 13 form part of these financial statements. Page 3
RDG HOLDCO LIMITED REGISTERED NUMBER:13518331 |  |
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 31 March |  | 31 July
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 7 |  | 2,573,800 |  | 73,800
|  |  | 2,573,800 |  | 73,800
Creditors: amounts falling due within one year | 10 | (2,500,000) |  | - |
Net current liabilities |  |  | (2,500,000) |  | -
Total assets less current liabilities |  |  | 73,800 |  | 73,800
Net assets |  |  | 73,800 |  | 73,800
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 73,800 |  | 73,800
|  |  | 73,800 |  | 73,800
The directors consider that the company is entitled to exemption from the requirement to have an audit under the provisions of section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mr N.J.Dolan
Director
Date: 9 March 2026
The notes on pages 5 to 13 form part of these financial statements. Page 4
RDG HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
1. | General information
RDG Holdco Limited is a private company, limited by shares, incorporated in England and Wales. The address of the registered office and principal place of business is disclosed on the company information page. The Group consists of RDG Holdco Limited ("the company") and all of its subsidiaries. This accounting period represents a period of 8 months and is therefore not comparable with the prior year. This is the first year that consolidated financial statements have been produced. The financial statements are presented in sterling which is the functional currency of the Group and rounded to the nearest £. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements cover an eight-month period to 31 March 2025 following the alignment of the parent company’s year-end with its subsidiaries. Consequently, the subsidiary results included do not correspond directly to their individual published financial statements. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
At the balance sheet date of 31 March 2025 the Group shows a deficiency of total assets over total liabilities of £2,661,290 (31 March 2024: £2,000,210). Due to the ongoing support of the directors, and expectation regarding future trading performance, the Group expects to meet its liabilities as they fall due, the Group has prepared its financial statements on a going concern basis. Page 5
RDG HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is generated by the sale of wine, beer, spirits and other alcoholic beverages to Off-Trade retailers and through the Group's retail store and is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Sale of goods Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods. Rendering of services Revenue from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Revenue is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
| 2.5 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.6 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of income and retained earnings over its useful economic life. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Goodwill | - | 4 | years
Page 6
RDG HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.7 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Short-term leasehold property | - | Straight line over term of lease
|  |  |  | Plant and machinery | - | 10% to 30% on cost
|  |  |  | Motor vehicles | - | 25% on cost
|  |  |  | Fixtures and fittings | - | 10% to 20% on cost
|  |  |  | Computer equipment | - | 33% on cost
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.9 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.10 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
| 2.11 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 7
RDG HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.12 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.13 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
4. | Employees
The average monthly number of employees, including directors, during the period was 28 (2024 - 27). Page 8
RDG HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
5. | Intangible assets
| Group and Company
|  | Goodwill
|  | £
| Cost |
| At 1 August 2024 | 2,222,591
| At 31 March 2025 | 2,222,591
| Amortisation |
| At 1 August 2024 | 1,342,816
| Charge for the period on owned assets | 370,432
| At 31 March 2025 | 1,713,248
| Net book value |
| At 31 March 2025 | 509,343
| At 31 July 2024 | 879,775
Page 9
RDG HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
6. | Tangible fixed assets
| Group
|  | Short-term leasehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 August 2024 | 82,625 | 85,032 | 26,874 | 136,583 | 4,748 | 335,862
| Additions | 3,469 | 2,865 | - | 400 | - | 6,734
| Disposals | - | - | (7,850) | - | - | (7,850)
| At 31 March 2025 | 86,094 | 87,897 | 19,024 | 136,983 | 4,748 | 334,746
| Depreciation |  |  |  |  |  |
| At 1 August 2024 | 72,843 | 81,480 | 26,874 | 128,233 | 1,934 | 311,364
| Charge for the period on owned assets | 3,575 | 1,828 | - | 4,080 | 859 | 10,342
| Disposals | - | - | (7,850) | - | - | (7,850)
| At 31 March 2025 | 76,418 | 83,308 | 19,024 | 132,313 | 2,793 | 313,856
| Net book value |  |  |  |  |  |
| At 31 March 2025 | 9,676 | 4,589 | - | 4,670 | 1,955 | 20,890
| At 31 July 2024 | 9,782 | 3,552 | - | 8,350 | 2,814 | 24,498
7. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 August 2024 | 73,800
| Additions | 2,500,000
| At 31 March 2025 | 2,573,800
Page 10
RDG HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the company:
| Name | Registered office | Class of shares | Holding
| Real Drinks Group Limited | 8 Old Lodge Place, Twickenham, Middlesex, TW1 1RQ | Ordinary | 100%
| Real Drinks Limited (formerly Beer Britannia Limited) | As above | Ordinary | 100%
| Real Drinks Group (Holdings) Limited | As above | Ordinary | 100%
| On 23 December 2024, RDG Holdco Limited acquired 100% of the shares in Real Drinks Limited (formerly Beer Britannia Limited) from Real Drinks Group Limited. Post year-end, on 20 May 2025, Real Drinks Group (Holdings) Limited was dissolved.
8. | Stocks
|  | Group 31 March | Group 31 July
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | 189,880 | 93,694
|  | 189,880 | 93,694
9. | Debtors
|  | Group 31 March | Group 31 July
|  | 2025 | 2024
|  | £ | £
| Due after more than one year |  |
| Other debtors | 20,000 | 20,000
|  | 20,000 | 20,000
| Due within one year |  |
| Trade debtors | 3,642,567 | 4,074,216
| Other debtors | 29,902 | 13,125
| Prepayments and accrued income | 39,557 | 44,269
|  | 3,732,026 | 4,151,610
Page 11
RDG HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
10. | Creditors: Amounts falling due within one year
|  | Group 31 March | Group 31 July | Company 31 March | Company 31 July
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 46,509 | 39,208 | - | -
| Other loans | 2,065,392 | 1,610,315 | - | -
| Trade creditors | 3,623,591 | 4,343,068 | - | -
| Amounts owed to group undertakings | - | - | 2,500,000 | -
| Corporation tax | - | 6,750 | - | -
| Other taxation and social security | 545,531 | 854,952 | - | -
| Other creditors | 184,855 | 16,842 | - | -
| Accruals and deferred income | 390,417 | 61,931 | - | -
|  | 6,856,295 | 6,933,066 | 2,500,000 | -
11. | Creditors: Amounts falling due after more than one year
|  | Group 31 March | Group 31 July
|  | 2025 | 2024
|  | £ | £
| Bank loans | 201,534 | 226,256
| Other loans | 700,000 | 700,000
|  | 901,534 | 926,256
| There is an unlimited guarantee from OLP Limited in favour of Barclays Bank UK PLC and Barclays Mercantile Business Finance Limited in place on the bank loan since 31 March 2019. Included within other creditors is an amount secured by a fixed and floating charge covering all the property or undertaking of the Group, containing a negative pledge, by IGF Business Credit Limited. Included within banks loans is an amount secured by a fixed and floating charge covering all the property or undertaking of the Group, containing a negative pledge, by Barclays Security Trustee Limited.
Page 12
RDG HOLDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025
12. | Commitments under operating leases
| At 31 March 2025 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group 31 March | Group 31 July
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 32,500 | 32,500
| Later than 1 year and not later than 5 years | 37,194 | 58,861
|  | 69,694 | 91,361
13. | Advances with directors
Included within other debtors due after more than one year is £20,000 (2024: £20,000) owed to the Group by two directors. This loan is an unsecured, interest-only loan for the term of the loan, at the official rate of 2.25%. The directors may repay the loan early.
Page 13