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REGISTERED NUMBER: SC583966 (Scotland)

| ALLIANCE WINE GROUP LIMITED |

| GROUP STRATEGIC REPORT, |

| REPORT OF THE DIRECTORS AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 MAY 2025 |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

| Page |

| Company Information | 1 |

| Group Strategic Report | 2 |

| Report of the Directors | 3 |  | to |  | 4

| Report of the Independent Auditors | 5 |  | to |  | 8

| Consolidated Income Statement | 9 |

| Consolidated Other Comprehensive Income | 10 |

| Consolidated Balance Sheet | 11 |

| Company Balance Sheet | 12 |

| Consolidated Statement of Changes in Equity | 13 |

| Company Statement of Changes in Equity | 14 |

| Consolidated Cash Flow Statement | 15 |

| Notes to the Consolidated Cash Flow Statement | 16 |

| Notes to the Consolidated Financial Statements | 17 |  | to |  | 29

| ALLIANCE WINE GROUP LIMITED |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 MAY 2025

| DIRECTORS: | Christian Bouteiller

| Fergal Anthony Tynan

| Charles Jonathan Kennett

| Miriam Cameron

| SECRETARY: | Christian Bouteiller

| REGISTERED OFFICE: | 7 Beechfield Road

| Willowyard Estate

| Beith

| Ayrshire

| KA15 1LN

| REGISTERED NUMBER: | SC583966 (Scotland)

| AUDITORS: | Azets Audit Services

| Chartered Accountants

| Statutory Auditor

| Titanium 1

| King's Inch Place

| Renfrew

| PA4 8WF

| BANKERS: | HSBC

| 1 Centenary Square

| Birmingham

| B1 1HQ

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MAY 2025

The directors present their strategic report of the company and the group for the year ended 31 May 2025.

REVIEW OF BUSINESS

The key financial highlights are as follows:

| 2025 |  | 2024 |  | 2023 |

| £ |  | £ |  | £ |

Turnover |  | 41,513,160 |  | 43,978,762 |  | 45,349,469 |

Turnover growth |  | -5.60% |  | -3.02% |  | -2.90% |

Profit before tax |  | 1,118,905 |  | 1,282,459 |  | 1,730,385 |

The net assets of the group have decreased from £4,461,790 at 31 May 2024 to £3,264,171 at 31 May 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The group is exposed to the following risks, taking in to account the cost of living crisis:

A loss of revenue and cash flow due to lower economic activity within our key market, the UK, and in particular the hospitality sector due to people have less disposable income;

The group has a diversified business model and has continued to trade well despite the cost of living crisis. Sales through our off-trade customers both in the UK and Internationally have experienced very strong growth and have mitigated some of the adverse impact of the cost of living crisis on our trade with the hospitality sector.

Overall the Directors believe the group has responded well to the challenges thus far and has sufficient liquidity and operational capability to withstand any further shocks on the business.

FINANCIAL INSTRUMENTS

The company's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to finance the company's operations.

Trade debtors are managed in respect of credit and cashflow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

ENVIRONMENT

The company recognises the importance of its environmental responsibilities and has policies in place to manage its impact on the environment.

ON BEHALF OF THE BOARD:

Fergal Anthony Tynan - Director

12 March 2026

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MAY 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a wine merchant.

DIVIDENDS

In May 2025 the following dividends were paid:

'B' ordinary £187,272 per share

'C' ordinary £117,450 per share

'D' ordinary £74,215 per share

'E' ordinary £153,950 per share

'G' ordinary £140,812 per share

The total dividends paid were £673,699.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 June 2024 to the date of this report.

Christian Bouteiller

Fergal Anthony Tynan

Charles Jonathan Kennett

Miriam Cameron

Other changes in directors holding office are as follows:

Giles Cooke - resigned 29 October 2024

DONATIONS AND EXPENDITURE

Non political donations amounting to £447 ( 2024- £23) were paid during the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 group and of the profit or loss of the group 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;

- | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MAY 2025

AUDITORS

The auditors, Azets Audit Services, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Fergal Anthony Tynan - Director

12 March 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

ALLIANCE WINE GROUP LIMITED

Opinion

We have audited the financial statements of Alliance Wine Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 group's and of the parent company affairs as at 31 May 2025 and of the group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the 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

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

ALLIANCE WINE GROUP LIMITED

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- | the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

ALLIANCE WINE GROUP LIMITED

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and 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 reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

ALLIANCE WINE GROUP LIMITED

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 a Report of the Auditors 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.

Kirsty Mackie - BAcc CA (Senior Statutory Auditor)

for and on behalf of Azets Audit Services

Chartered Accountants

Statutory Auditor

Titanium 1

King's Inch Place

Renfrew

PA4 8WF

12 March 2026

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 31 MAY 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 3 | 41,513,160 |  | 43,978,762 |  |

Cost of sales | (31,819,370 | ) | (34,882,670 | ) |

GROSS PROFIT | 9,693,790 |  | 9,096,092 |  |

Distribution costs | (1,054,066 | ) | (995,909 | ) |

Administrative expenses | (7,523,911 | ) | (6,801,653 | ) |

1,115,813 |  | 1,298,530 |  |

Other operating income | 29,542 |  | 76,700 |  |

OPERATING PROFIT | 1,145,355 |  | 1,375,230 |  |

Interest receivable and similar income | 12,515 |  | 142 |  |

1,157,870 |  | 1,375,372 |  |

Interest payable and similar expenses | 5 | (38,965 | ) | (92,913 | ) |

PROFIT BEFORE TAXATION | 6 | 1,118,905 |  | 1,282,459 |  |

Tax on profit | 7 | (284,842 | ) | (401,283 | ) |

PROFIT FOR THE FINANCIAL YEAR | 834,063 |  | 881,176 |  |

Profit attributable to:

Owners of the parent | 834,063 |  | 909,484 |  |

Non-controlling interests | - |  | (28,308 | ) |

834,063 |  | 881,176 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

CONSOLIDATED

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MAY 2025

| 2025 |  | 2024

| Notes | £ | £ |

PROFIT FOR THE YEAR | 834,063 |  | 881,176 |  |

OTHER COMPREHENSIVE INCOME |

Exchange differences | 13,675 |  | (38,578 | ) |

Capital redemption reserve | 915 |  | - |  |

Share buy back | (1,357,204 | ) | - |  |

Income tax relating to components of other comprehensive income | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | (1,342,614 | ) | (38,578 | ) |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (508,551 | ) | 842,598 |  |

Total comprehensive income attributable to:

Owners of the parent | (508,551 | ) | 870,906 |  |

Non-controlling interests | - |  | (28,308 | ) |

(508,551 | ) | 842,598 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

CONSOLIDATED BALANCE SHEET

31 MAY 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 11 | 48,001 |  | 1 |  |

Tangible assets | 12 | 95,112 |  | 120,882 |  |

Investments | 13 | - |  | - |  |

143,113 |  | 120,883 |  |

CURRENT ASSETS

Stocks | 14 | 4,495,123 |  | 5,311,475 |  |

Debtors | 15 | 7,467,964 |  | 7,925,285 |  |

Cash at bank and in hand | 878,574 |  | 1,077,569 |  |

12,841,661 |  | 14,314,329 |  |

CREDITORS

Amounts falling due within one year | 16 | 9,674,369 |  | 9,681,755 |  |

NET CURRENT ASSETS | 3,167,292 |  | 4,632,574 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 3,310,405 |  | 4,753,457 |  |

CREDITORS

Amounts falling due after more than one year | 17 | (41,666 | ) | (291,667 | ) |

PROVISIONS FOR LIABILITIES | 22 | (4,568 | ) | - |  |

NET ASSETS | 3,264,171 |  | 4,461,790 |  |

CAPITAL AND RESERVES

Called up share capital | 23 | 3,676 |  | 4,591 |  |

Capital redemption reserve | 24 | 1,461 |  | 546 |  |

Retained earnings | 24 | 3,259,034 |  | 4,442,499 |  |

3,264,171 |  | 4,447,636 |  |

NON-CONTROLLING INTERESTS | 25 | - |  | 14,154 |  |

TOTAL EQUITY | 3,264,171 |  | 4,461,790 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 12 March 2026 and were signed on its behalf by:

Fergal Anthony Tynan - Director

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

COMPANY BALANCE SHEET

31 MAY 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 11 | - |  | - |  |

Tangible assets | 12 | - |  | - |  |

Investments | 13 | 49,111 |  | 49,111 |  |

49,111 |  | 49,111 |  |

CURRENT ASSETS

Debtors | 15 | 330,119 |  | 266,320 |  |

CREDITORS

Amounts falling due within one year | 16 | 295,008 |  | 310,700 |  |

NET CURRENT ASSETS/(LIABILITIES) | 35,111 |  | (44,380 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 84,222 |  | 4,731 |  |

CAPITAL AND RESERVES

Called up share capital | 23 | 3,676 |  | 4,591 |  |

Capital redemption reserve | 1,461 |  | 546 |  |

Retained earnings | 79,085 |  | (406 | ) |

84,222 |  | 4,731 |  |

Company's profit for the financial year | 1,975,766 |  | 670,932 |  |

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

The financial statements were approved by the Board of Directors and authorised for issue on 12 March 2026 and were signed on its behalf by:

Fergal Anthony Tynan - Director

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2025

| Called up |  | Capital

| share |  | Retained |  | redemption

| capital |  | earnings |  | reserve

£ | £ | £ |

Balance at 1 June 2023 | 4,591 |  | 4,242,525 |  | 546 |  |

Changes in equity

Dividends | - |  | (670,932 | ) | - |  |

Total comprehensive income | - |  | 870,906 |  | - |  |

Balance at 31 May 2024 | 4,591 |  | 4,442,499 |  | 546 |  |

Changes in equity

Issue of share capital | (915 | ) | - |  | - |  |

Dividends | - |  | (673,999 | ) | - |  |

Total comprehensive income | - |  | (509,466 | ) | 915 |  |

Balance at 31 May 2025 | 3,676 |  | 3,259,034 |  | 1,461 |  |

| Non-controlling |  | Total

| Total |  | interests |  | equity

£ | £ | £ |

Balance at 1 June 2023 | 4,247,662 |  | 42,462 |  | 4,290,124 |  |

Changes in equity

Dividends | (670,932 | ) | - |  | (670,932 | ) |

Total comprehensive income | 870,906 |  | (28,308 | ) | 842,598 |  |

Balance at 31 May 2024 | 4,447,636 |  | 14,154 |  | 4,461,790 |  |

Changes in equity

Issue of share capital | (915 | ) | - |  | (915 | ) |

Dividends | (673,999 | ) | - |  | (673,999 | ) |

Total comprehensive income | (508,551 | ) | - |  | (508,551 | ) |

Balance at 31 May 2025 | 3,264,171 |  | 14,154 |  | 3,278,325 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2025

| Called up |  | Capital |

| share |  | Retained |  | redemption |  | Total

| capital |  | earnings |  | reserve |  | equity

£ | £ | £ | £ |

Balance at 1 June 2023 | 4,591 |  | (406 | ) | 546 |  | 4,731 |  |

Changes in equity

Dividends | - |  | (670,932 | ) | - |  | (670,932 | ) |

Total comprehensive income | - |  | 670,932 |  | - |  | 670,932 |  |

Balance at 31 May 2024 | 4,591 |  | (406 | ) | 546 |  | 4,731 |  |

Changes in equity

Issue of share capital | (915 | ) | - |  | - |  | (915 | ) |

Dividends | - |  | (673,998 | ) | - |  | (673,998 | ) |

Total comprehensive income | - |  | 753,489 |  | 915 |  | 754,404 |  |

Balance at 31 May 2025 | 3,676 |  | 79,085 |  | 1,461 |  | 84,222 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MAY 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 2,518,304 |  | 1,925,556 |  |

Interest paid | (38,965 | ) | (92,913 | ) |

Tax paid | (398,915 | ) | (354,134 | ) |

Net cash from operating activities | 2,080,424 |  | 1,478,509 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (56,470 | ) | - |  |

Purchase of tangible fixed assets | (72,145 | ) | (70,197 | ) |

Sale of tangible fixed assets | 24,076 |  | 402 |  |

Sale of fixed asset investments | 82,741 |  | - |  |

Disposal of subsidiary | (134,927 | ) | - |  |

Interest received | 12,515 |  | 142 |  |

Net cash from investing activities | (144,210 | ) | (69,653 | ) |

Cash flows from financing activities

Loan repayments in year | (250,001 | ) | (250,000 | ) |

Amount withdrawn by directors | (1,692 | ) | (231,408 | ) |

Share buybacks | (1,223,192 | ) | - |  |

Foreign exchange gains | 13,675 |  | (30,001 | ) |

Equity dividends paid | (673,999 | ) | (670,932 | ) |

Net cash from financing activities | (2,135,209 | ) | (1,182,341 | ) |

(Decrease)/increase in cash and cash equivalents | (198,995 | ) | 226,515 |  |

Cash and cash equivalents at beginning of year | 2 | 1,077,569 |  | 851,054 |  |

Cash and cash equivalents at end of year | 2 | 878,574 |  | 1,077,569 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MAY 2025

1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2025 |  | 2024

£ | £ |

| Profit before taxation | 1,118,905 |  | 1,282,459 |  |

| Depreciation charges | 85,141 |  | 78,675 |  |

| (Profit)/loss on disposal of fixed assets | (82,741 | ) | 9,125 |  |

| Finance costs | 38,965 |  | 92,913 |  |

| Finance income | (12,515 | ) | (142 | ) |

1,147,755 |  | 1,463,030 |  |

| Decrease in stocks | 816,352 |  | 1,436,603 |  |

| Decrease/(increase) in trade and other debtors | 457,321 |  | (675,347 | ) |

| Increase/(decrease) in trade and other creditors | 96,876 |  | (298,730 | ) |

| Cash generated from operations | 2,518,304 |  | 1,925,556 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

| Year ended 31 May 2025

| 31/5/25 |  | 1/6/24

£ | £ |

| Cash and cash equivalents | 878,574 |  | 1,077,569 |  |

| Year ended 31 May 2024

| 31/5/24 |  | 1/6/23

£ | £ |

| Cash and cash equivalents | 1,077,569 |  | 851,054 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1/6/24 | Cash flow | At 31/5/25

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 1,077,569 |  | (198,995 | ) | 878,574 |  |

1,077,569 |  | (198,995 | ) | 878,574 |  |

| Debt

| Debts falling due within 1 year | (250,000 | ) | - |  | (250,000 | ) |

| Debts falling due after 1 year | (291,667 | ) | 250,001 |  | (41,666 | ) |

(541,667 | ) | 250,001 |  | (291,666 | ) |

| Total | 535,902 |  | 51,006 |  | 586,908 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

1. | STATUTORY INFORMATION

| Alliance Wine Group Limited is a private company, limited by shares, registered in Scotland. The company's registration number is SC583966 and registered office address is 7 Beechfield Road, Willowyard Estate, Beith, Ayrshire, KA15 1LN.

| The nature of the company's operations and its principal activities is that of wine merchants.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| 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 £.

| Going concern

| At 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 the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

| Basis of consolidation

| The accounts include the consolidated results, of the company and its subsidiaries for the year to 31 May 2024. Merger accounting has been adopted in recognising acquisition of group companies.

| Critical accounting judgements and key sources of estimation uncertainty

| In preparing these financial statements, the directors have not made any critical accounting judgements or utilised any key sources of estimation uncertainty.

| Turnover

| Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Consideration is given to the point at which the Company is entitled to receive the income, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

| Revenue from the provision of services is recognised in the period in which the services are provided when all of the following conditions are satisfied:

| - the amount of revenue can be measured reliably;

| - it is probable that the Company will receive the consideration due;

| - the costs incurred can be measured reliably.

| Rental income is included in the period in which it is earned.

| Goodwill

| Goodwill is being amortised evenly over it's estimated useful life.

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Improvements to property | - | 10% on cost

| Fixtures and fittings | - | 33% on cost and 20% - 25% on cost

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

2. | ACCOUNTING POLICIES - continued

| Stocks

| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Financial instruments

| The Company 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 Company's balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with 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

| Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transactions costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

| Derecognition of financial assets

| 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.

| Classification of financial liabilities

| 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 liabilities

| Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

| Derivative financial instruments

| Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged.

| Foreign currency forward contracts

| Foreign currency forward contracts are recognised initially at fair value, net of transaction costs incurred. In successive periods these are measured at fair value through profit or loss. Outstanding derivatives at year end are included within other debtors.

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

2. | ACCOUNTING POLICIES - continued

| Taxation

| Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that that have been enacted or substantively enacted by the reporting date.

| Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.

| Deferred tax assets are only 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.

| If and when all conditions for retaining tax allowances for the cost of a fixed asset have been met, the deferred tax is reversed.

| Deferred tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

| With the exception of changes arising on the initial recognition of a business combination, the tax expense (income) is presented either in profit or loss, other comprehensive income or equity depending on the transaction that resulted in the tax expense (income).

| Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors.

| Deferred tax assets and deferred tax liabilities are offset only if the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Leases

| Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the profit and loss account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

| 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.

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

| Cash and cash equivalents

| Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

2. | ACCOUNTING POLICIES - continued

| Impairment of assets

| Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

| Non-financial assets

| An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

| Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| Financial assets

| For financial assets carried at amortised cost, the amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

| For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

| Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal.

| An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

3. | TURNOVER

| The turnover and profit before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by class of business is given below:

| 2025 |  | 2024

£ | £ |

| Sales of wine | 41,513,160 |  | 43,978,762 |  |

41,513,160 |  | 43,978,762 |  |

| An analysis of turnover by geographical market is given below:

| 2025 |  | 2024

£ | £ |

| United Kingdom & others | 41,513,160 |  | 43,978,762 |  |

41,513,160 |  | 43,978,762 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

4. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 4,151,071 |  | 3,720,666 |  |

| Social security costs | 423,445 |  | 345,741 |  |

| Other pension costs | 337,986 |  | 248,716 |  |

4,912,502 |  | 4,315,123 |  |

| The average number of employees during the year was as follows:

| 2025 |  | 2024

| Office and management | 32 |  | 28 |  |

| Administration and warehouse | 36 |  | 36 |  |

| Salespeople | 22 |  | 19 |  |

90 |  | 83 |  |

| The average number of employees by undertakings that were proportionately consolidated during the year was 87 (2024 - 82 ) .

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 265,121 |  | 252,363 |  |

| Directors' pension contributions to money purchase schemes | 85,507 |  | 92,178 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 2 |  | 2 |  |

| Information regarding the highest paid director is as follows:

| 2025 |  | 2024

£ | £ |

| Emoluments etc | 115,051 |  | 13,856 |  |

| Pension contributions to money purchase schemes | 14,132 |  | 15,120 |  |

5. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Bank interest | 862 |  | - |  |

| Other interest | - |  | 31,045 |  |

| Loan interest | 38,103 |  | 61,868 |  |

38,965 |  | 92,913 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

6. | PROFIT BEFORE TAXATION

| The profit is stated after charging/(crediting):

| 2025 |  | 2024

£ | £ |

| Other operating leases | 116,313 |  | 99,562 |  |

| Depreciation - owned assets | 76,671 |  | 78,675 |  |

| (Profit)/loss on disposal of fixed assets | (82,741 | ) | 9,125 |  |

| Goodwill amortisation | 8,470 |  | - |  |

| Auditors' remuneration | 42,500 |  | 35,000 |  |

| Foreign exchange differences | (29,542 | ) | - |  |

7. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | 280,812 |  | 406,450 |  |

| Deferred tax | 4,030 |  | (5,167 | ) |

| Tax on profit | 284,842 |  | 401,283 |  |

| UK corporation tax has been charged at 25 % (2024 - 25 %).

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| Profit before tax | 1,118,905 |  | 1,282,459 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | 279,726 |  | 320,615 |  |

| Effects of:

| Expenses not deductible for tax purposes | (574 | ) | - |  |

| Capital allowances in excess of depreciation | - |  | (5,253 | ) |

| Depreciation in excess of capital allowances | 5,119 |  | - |  |

| Utilisation of tax losses | (71 | ) | 79,272 |  |

| Adjustments to tax charge in respect of previous periods | 48 |  | - |  |

| Other timing differences | 507 |  | 6,649 |  |

| Deferred tax | 87 |  | - |  |

| Total tax charge | 284,842 |  | 401,283 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

7. | TAXATION - continued

| Tax effects relating to effects of other comprehensive income |

| 2025 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Exchange differences | 13,675 |  | - |  | 13,675 |  |

| Capital redemption reserve | 915 |  | - |  | 915 |  |

| Share buy back | (1,357,204 | ) | - |  | (1,357,204 | ) |

(1,342,614 | ) | - |  | (1,342,614 | ) |

| 2024 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Exchange differences | (38,578 | ) | - |  | (38,578 | ) |

8. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9. | DIVIDENDS

|  | 2025 |  | 2024 |  |

|  | £ |  | £ |  |

| 'B' Ordinary £1 shares |  | 187,272 |  | 164,853 |  |

| 'C' Ordinary £1 shares |  | 117,450 |  | 80,732 |  |

| 'D' Ordinary £1 shares |  | 74,215 |  | 143,503 |  |

| 'E' Ordinary £1 shares |  | 153,950 |  | 134,491 |  |

| 'G' Ordinary £1 shares |  | 140,812 |  | 133,353 |  |

| 'H' Ordinary £1 shares |  | - |  | 14,000 |  |

|  | 673,699 |  | 670,932 |  |

10. | DEFINED CONTRIBUTION PENSION SCHEME

| The company operates a defined contribution scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund amounted to £331,057 (2024 - £248,716 ) including contributions in respect of directors and employees. Contributions due to the fund at 31 May 2025 amounted to £48,327 (2024 - £43,176).

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

11. | INTANGIBLE FIXED ASSETS

| Group

| Goodwill

£ |

| COST

| At 1 June 2024 | 110,480 |  |

| Additions | 56,470 |  |

| Disposals | (10,480 | ) |

| At 31 May 2025 | 156,470 |  |

| AMORTISATION

| At 1 June 2024 | 110,479 |  |

| Amortisation for year | 8,470 |  |

| Eliminated on disposal | (10,480 | ) |

| At 31 May 2025 | 108,469 |  |

| NET BOOK VALUE

| At 31 May 2025 | 48,001 |  |

| At 31 May 2024 | 1 |  |

12. | TANGIBLE FIXED ASSETS

| Group

| Improvements |  | Fixtures |

| to |  | Plant and |  | and |

| property |  | machinery |  | fittings |  | Totals

£ | £ | £ | £ |

| COST

| At 1 June 2024 | 171,793 |  | 279,385 |  | 778,086 |  | 1,229,264 |  |

| Additions | - |  | 16,151 |  | 55,994 |  | 72,145 |  |

| Disposals | - |  | (264,443 | ) | - |  | (264,443 | ) |

| Reclassification/transfer | - |  | 29,049 |  | - |  | 29,049 |  |

| At 31 May 2025 | 171,793 |  | 60,142 |  | 834,080 |  | 1,066,015 |  |

| DEPRECIATION

| At 1 June 2024 | 169,758 |  | 235,230 |  | 703,394 |  | 1,108,382 |  |

| Charge for year | 2,024 |  | 24,114 |  | 50,533 |  | 76,671 |  |

| Eliminated on disposal | - |  | (240,367 | ) | - |  | (240,367 | ) |

| Reclassification/transfer | - |  | 26,217 |  | - |  | 26,217 |  |

| At 31 May 2025 | 171,782 |  | 45,194 |  | 753,927 |  | 970,903 |  |

| NET BOOK VALUE

| At 31 May 2025 | 11 |  | 14,948 |  | 80,153 |  | 95,112 |  |

| At 31 May 2024 | 2,035 |  | 44,155 |  | 74,692 |  | 120,882 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

13. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 June 2024

| and 31 May 2025 | 49,111 |  |

| NET BOOK VALUE

| At 31 May 2025 | 49,111 |  |

| At 31 May 2024 | 49,111 |  |

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

| Subsidiaries

| Alliance Wine Company Limited

| Registered office: Scotland

| Nature of business: Wine merchants

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

2025 | 2024 |

£ | £ |

| Aggregate capital and reserves | 3,352,115 |  | 4,375,635 |  |

| Profit for the year | 872,756 |  | 1,149,639 |  |

| Alliance Wine Australia PTY Limited

| Registered office: Australia

| Nature of business: Wine merchant

| %

| Class of shares: | holding |

| A ordinary shares |

2025 | 2024 |

£ | £ |

| Aggregate capital and reserves | - |  | 109,531 |  |

| Loss for the year | - |  | (283,083 | ) |

| Maison D'Alliance

| Registered office: France

| Nature of business: Wine Merchants

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

2025 | 2024 |

£ | £ |

| Aggregate capital and reserves | 25,364 |  | 24,133 |  |

| Profit for the year | 2,055 |  | 14,589 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

13. | FIXED ASSET INVESTMENTS - continued

| H2VIN Limited

| Registered office: England

| Nature of business: Wine Merchants

| %

| Class of shares: | holding |

| Ordinary shares | 100.00 |

2025 |  |

£ |  |

| Aggregate capital and reserves | 122,181 |  |

| Loss for the year | (140,470 | ) |

14. | STOCKS

| Group |

2025 | 2024 |

£ | £ |

| Wine for resale | 4,495,123 |  | 5,311,475 |  |

15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade debtors | 6,713,474 |  | 7,634,589 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 329,982 |  | 266,183 |  |

| Other debtors | 538,625 |  | 80,633 |  | 137 |  | 137 |  |

| Prepayments | 215,865 |  | 210,063 |  | - |  | - |  |

7,467,964 |  | 7,925,285 |  | 330,119 |  | 266,320 |  |

16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Bank loans and overdrafts (see note 18) | 250,000 |  | 250,000 |  | - |  | - |  |

| Trade creditors | 4,225,526 |  | 4,660,983 |  | - |  | - |  |

| Corporation tax | 280,716 |  | 398,819 |  | - |  | - |  |

| Social security and other taxes | 805,796 |  | 774,213 |  | - |  | - |  |

| Other creditors | 2,155,422 |  | 1,610,874 |  | - |  | 14,000 |  |

| Deferred consideration | 75,000 |  | - |  | - |  | - |  |

| Directors' current accounts | 295,008 |  | 296,700 |  | 295,008 |  | 296,700 |  |

| Accrued expenses | 1,555,365 |  | 1,474,186 |  | - |  | - |  |

| Financial derivative | 31,536 |  | 215,980 |  | - |  | - |  |

9,674,369 |  | 9,681,755 |  | 295,008 |  | 310,700 |  |

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |

2025 | 2024 |

£ | £ |

| Bank loans (see note 18) | 41,666 |  | 291,667 |  |

18. | LOANS

| An analysis of the maturity of loans is given below:

| Group |

2025 | 2024 |

£ | £ |

| Amounts falling due within one year or on | demand: |

| Bank loans | 250,000 |  | 250,000 |  |

| Amounts falling due between one and two | years: |

| Bank loans - 1-2 years | 41,666 |  | 291,667 |  |

19. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 120,000 |  | 120,000 |  |

20. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |

2025 | 2024 |

£ | £ |

| Bank loans | 291,666 |  | 541,667 |  |

| The bank borrowings are secured by a bond and floating charge over the assets and debtors of the company and also by guarantee of the assignation of a life policy of one of the directors.

| Hire purchase creditors are secured over the assets to which they relate.

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

21. | FINANCIAL INSTRUMENTS

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

|  | 2025 |  | 2024 |  |

|  | £ |  | £ |  |

| Financial assets |  |

| Financial assets that are debt instruments measured at amortised cost |  | 7,252,099 |  | 7,715,222 |  |

| Cash and cash equivalents |  | 878,574 |  | 1,077,569 |  |

|  | 8,130,673 |  | 8,729,791 |  |

| Financial liabilities |  |

| Financial liabilities measured at amortised cost |  | 7,043,596 |  | 7,110,224 |  |

| Financial liabilities measured at fair value through profit and loss |  | 31,536 |  | 215,980 |  |

|  | 7,075,132 |  | 7,326,204 |  |

22. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

£ | £ |

| Deferred tax | 4,568 |  | - |  |

| Group

| Deferred |

| tax |

£ |

| Capital allowances in advance |

| of depreciation | 4,568 |  |

| Balance at 31 May 2025 | 4,568 |  |

23. | CALLED UP SHARE CAPITAL

| Number |  | Class |  | Nominal |  | 2025 |  | 2024 |  |

|  | value |  | £ |  | £ |  |

| 4,994 |  | 'A' Ordinary |  | £1 |  | 3,672 |  | 4,994 |  |

| 1 |  | 'B' Ordinary |  | £1 |  | 1 |  | 1 |  |

| 1 |  | 'C' Ordinary |  | £1 |  | 1 |  | 1 |  |

| 1 |  | 'D' Ordinary |  | £1 |  | - |  | 1 |  |

| 1 |  | 'E' Ordinary |  | £1 |  | 1 |  | 1 |  |

| 1 |  | 'G' Ordinary |  | £1 |  | 1 |  | 1 |  |

| 45 |  | 'H' Ordinary |  | £1 |  | - |  | 92 |  |

|  | 3,676 |  | 4,591 |  |

| All shares have equal rights.

ALLIANCE WINE GROUP LIMITED (REGISTERED NUMBER: SC583966) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

24. | RESERVES

| Group

| Capital |

| Retained |  | redemption |

| earnings |  | reserve |  | Totals

£ | £ | £ |

| At 1 June 2024 | 4,442,499 |  | 546 |  | 4,443,045 |  |

| Profit for the year | 834,063 |  | 834,063 |  |

| Dividends | (673,999 | ) | (673,999 | ) |

| Purchase of own shares | (1,222,277 | ) | 915 |  | (1,221,362 | ) |

| Exchange difference | 13,675 |  | - |  | 13,675 |  |

| Sale of subsidiary reserves | (134,927 | ) | - |  | (134,927 | ) |

| At 31 May 2025 | 3,259,034 |  | 1,461 |  | 3,260,495 |  |

25. | NON-CONTROLLING INTERESTS

| The subsidiary company , Alliance Wine Australia PTY Limited, is only 90% owned by Alliance Wine Group Limited.

26. | DERIVATIVES

| The company has foreign currency forward contracts in place at the year-end which commit the company to purchase foreign currency at prescribed rates.

| The fair value of these forward contracts committed to at the balance sheet date is a financial liability of £31,536 (2024 - £215,980).

27. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| At 31 May 25 the directors were owed £295,008 (2024 - £296,700) by the company.

28. | RELATED PARTY DISCLOSURES

| During the year the company paid rent to Alliance Wine SSAS amounting to £nil (2024 - £42,370) and £40,098 (2024 - £29,256) to Bermond Property Limited, a company owned by one of the directors,Chris Bouteiller.

| The company also paid marketing fees to Rainbow Technology Systems Limited and Health Hub Limited, companies under the control of one of the directors, Jonathan Kennett, amounting to £Nil (2024 - £14,800).

| All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. Total remuneration in respect of these individuals is £265,121 (2024 - £252,384).

29. | ULTIMATE CONTROLLING PARTY

| The company is ultimately controlled by its directors, by virtue of their individual shareholdings.