Company Registration No. 09648011 (England and Wales)
KINGSLEY BEVERAGE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2025
KINGSLEY BEVERAGE LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Profit and loss account
10
Statement of comprehensive income
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 28
KINGSLEY BEVERAGE LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr Jose Da Camara
Mr Rogerio Diniz
Mr John-Thomas Singh
Company number
09648011
Registered office
2 Waterworth Road
Alwalton Hill
Peterborough
PE7 3AG
Auditor
TC Group
1-4 London Road
Spalding
Lincolnshire
PE11 2TA
KINGSLEY BEVERAGE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 2 -

The directors present the strategic report for the year ended 30 June 2025.

Fair review of the business

The results for the year were an improvement compared to last year, primarily due to improved margins and a change in fixed asset assumptions.

The customer and product base continue to expand.

During the year the turnover fell by 16% from £18.1m to £15.2m due to a reduction in sales volumes, however gross profit only fell by 5% (from £4.5m to £4.2m) due to a change in sales mix (Kingsley-brand v co-manufacturing).

The company revised its tangible fixed assets policy which resulted in a £0.3m lower depreciation charge compared to the previous year.

Principal risks and uncertainties

The Company has established a financial management framework whose primary objectives are to protect the Company from events that hinder the achievement of the company's performance objectives. The objectives aim to limit undue counterparty exposure, ensure sufficient working capital exists and monitor the management of risk. The key risks affecting the Company are set out below: Market The company is seeing growth in its own brands in the UK and has ambitious growth plans. The Company operates a policy of continuously working with its customers to ensure product and service offerings continue to meet and exceed consumer expectation. The Company considers all risks in its product offerings. Customer and Supplier relationships The Company recognises the importance of both its customer and supplier relationships in delivering both its strategy and continued growth aspirations. The Company interacts closely and regularly with its customers and suppliers to develop open and honest relationships ensuring focus on project offerings are maintained and allowing challenges to be overcome in an efficient and practical manner. Employees and labour The Company values its workforce and recognises the significance this key resource delivers in providing the ability of the Company to achieve its aspirations. The Company manages these risks by ensuring its workforce is highly valued and provides opportunities for development and progression whilst offering fair and competitive remuneration packages. Credit risk The Company trades largely with blue companies with which the company considers the credit risk to be low. Nevertheless, the Company operates a policy of regular monitoring of amounts outstanding for both length of time outstanding and credit limits assigned. The company keeps abreast of developments within its customers businesses and monitors reporting for indicators of potential changes in risk levels.

KINGSLEY BEVERAGE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 3 -
Future developments

The company will focus on increasing distribution of its own brand products in the UK market and will invest in property, plant and equipment to maximise production and to meet future market needs.

On behalf of the board

Mr John-Thomas Singh
Director
11 March 2026
KINGSLEY BEVERAGE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 4 -

The directors present their annual report and financial statements for the year ended 30 June 2025.

Principal activities

The principal activity of the company continued to be that of manufacture of soft drinks; production of mineral waters and other bottled waters.

Results and dividends

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

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr Chris Bradshaw
(Resigned 15 September 2025)
Mr Jose Da Camara
Mr Rogerio Diniz
Mr John-Thomas Singh
Auditor

TC Group were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

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

On behalf of the board
Mr John-Thomas Singh
Director
11 March 2026
KINGSLEY BEVERAGE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
- 5 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

KINGSLEY BEVERAGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF KINGSLEY BEVERAGE LIMITED
- 6 -
Opinion

We have audited the financial statements of Kingsley Beverage Limited (the 'company') for the year ended 30 June 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the 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).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

KINGSLEY BEVERAGE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF KINGSLEY BEVERAGE LIMITED
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport 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.

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

KINGSLEY BEVERAGE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF KINGSLEY BEVERAGE LIMITED
- 8 -

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect of fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. however, the primary responsibility for the prevention and detection of fraud rests with those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:

https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-forauditors/Auditors-This description forms part of our auditor’s report.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

KINGSLEY BEVERAGE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF KINGSLEY BEVERAGE LIMITED
- 9 -

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

For and on behalf of TC Group
Josh Rowbottom (Senior Statutory Auditor)
1-4 London Road
Spalding
Lincolnshire
PE11 2TA
11 March 2026
KINGSLEY BEVERAGE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2025
- 10 -
2025
2024
As restated
Notes
£
£
Turnover
3
15,166,737
18,097,645
Cost of sales
(10,930,133)
(13,640,924)
Gross profit
4,236,604
4,456,721
Administrative expenses
(4,293,341)
(4,852,347)
Other operating income
48,379
3,292
Operating loss
4
(8,358)
(392,334)
Interest payable and similar expenses
7
(32,268)
(39,019)
Loss before taxation
(40,626)
(431,353)
Tax on loss
8
-
0
-
0
Loss for the financial year
(40,626)
(431,353)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The company has no recognised gains or losses for the year other than the results above.
KINGSLEY BEVERAGE LIMITED
BALANCE SHEET
AS AT
30 JUNE 2025
30 June 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
9
136
2,753
Tangible assets
10
30,431,743
31,194,318
30,431,879
31,197,071
Current assets
Stocks
11
1,522,539
1,830,663
Debtors
12
3,008,261
2,116,668
Cash at bank and in hand
887
2,029
4,531,687
3,949,360
Creditors: amounts falling due within one year
13
(3,245,243)
(3,387,482)
Net current assets
1,286,444
561,878
Net assets
31,718,323
31,758,949
Capital and reserves
Called up share capital
17
3,351
3,351
Share premium account
37,496,649
37,496,649
Profit and loss reserves
(5,781,677)
(5,741,051)
Total equity
31,718,323
31,758,949

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 11 March 2026 and are signed on its behalf by:
Mr John-Thomas Singh
Director
Company registration number 09648011 (England and Wales)
KINGSLEY BEVERAGE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2023
3,351
37,496,649
(5,288,285)
32,211,715
Year ended 30 June 2024:
Loss and total comprehensive income for the year
-
-
(431,353)
(431,353)
Other movements
-
-
0
(21,413)
(21,413)
Balance at 30 June 2024
3,351
37,496,649
(5,741,051)
31,758,949
Year ended 30 June 2025:
Loss and total comprehensive income for the year
-
-
(40,626)
(40,626)
Balance at 30 June 2025
3,351
37,496,649
(5,781,677)
31,718,323
KINGSLEY BEVERAGE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
20
(184,401)
673,352
Interest paid
(32,264)
(39,023)
Net cash (outflow)/inflow from operating activities
(216,665)
634,329
Investing activities
Purchase of intangible assets
-
0
(4,795)
Purchase of tangible fixed assets
(164,349)
(211,915)
Proceeds from disposal of tangible fixed assets
52,599
-
0
Net cash used in investing activities
(111,750)
(216,710)
Financing activities
Payment of finance leases obligations
(51,348)
(123,235)
Net cash used in financing activities
(51,348)
(123,235)
Net (decrease)/increase in cash and cash equivalents
(379,763)
294,384
Cash and cash equivalents at beginning of year
(165,732)
(460,116)
Cash and cash equivalents at end of year
(545,495)
(165,732)
Relating to:
Cash at bank and in hand
887
2,029
Bank overdrafts included in creditors payable within one year
(546,382)
(167,761)
KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
- 14 -
1
Accounting policies
Company information

Kingsley Beverage Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Waterworth Road, Alwalton Hill, Peterborough, PE7 3AG.

1.1
Accounting convention

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 a mounts 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 properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, given the financial support guaranteed by its parent. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

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 and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), 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.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 15 -
1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
27% straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2.5% straight line, with certain assets being having a 25% residual value of the original cost
Plant and equipment
5% - 10% straight line, with certain assets being having a 25% residual value of the original cost
Fixtures and fittings
12.5% straight line
Computers
33% straight line
Motor vehicles
33% straight line

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

1.6
Impairment of fixed assets

At each reporting period end date, the company 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 16 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
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.

KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 17 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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

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

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

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.

KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 18 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.10
Equity instruments

Equity instruments issued by the company 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 company.

1.11
Employee benefits

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.

KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 19 -
1.12
Retirement benefits

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

1.13
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

1.14
Foreign exchange

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.

2
Judgements and key sources of estimation uncertainty

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

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The residual value of certain fixed assets

Following consultation with the company's experienced owners, the directors concluded that the residual value of certain fixed assets to be 25% after 20 years.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales
15,166,737
18,097,645
KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 20 -
4
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
18,280
16,100
Auditors remuneration - non audit fees
3,953
2,000
Depreciation of owned tangible fixed assets
874,325
162,265
Amortisation of intangible assets
2,617
3,261
5
Employees

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

2025
2024
Number
Number
39
43

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,587,524
1,835,507
Social security costs
183,451
177,374
Pension costs
108,663
110,872
1,879,638
2,123,753
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
249,371
212,748
Company pension contributions to defined contribution schemes
23,337
21,275
272,708
234,023
KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
6
Directors' remuneration
(Continued)
- 21 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
131,905
129,998
Accrued pension at the end of the year
13,190
13,000
7
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
28,474
18,651
Foreign exchange (gains)/losses
(1,558)
1,411
Other interest on financial liabilities
5,352
18,957
32,268
39,019
KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 22 -
8
Taxation

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

2025
2024
£
£
Loss before taxation
(40,626)
(431,353)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(10,157)
(107,838)
Tax effect of expenses that are not deductible in determining taxable profit
(6,250)
3,750
Permanent capital allowances in excess of depreciation
16,407
104,088
Taxation charge for the year
-
-
9
Intangible fixed assets
Patents & licences
£
Cost
At 1 July 2024 and 30 June 2025
135,848
Amortisation and impairment
At 1 July 2024
133,095
Amortisation charged for the year
2,617
At 30 June 2025
135,712
Carrying amount
At 30 June 2025
136
At 30 June 2024
2,753
KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 23 -
10
Tangible fixed assets
Freehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 July 2024
19,161,319
52,599
18,460,577
116,130
112,716
272,898
38,176,239
Additions
-
0
-
0
160,887
-
0
3,462
-
0
164,349
Disposals
-
0
(52,599)
-
0
-
0
-
0
-
0
(52,599)
At 30 June 2025
19,161,319
-
0
18,621,464
116,130
116,178
272,898
38,287,989
Depreciation and impairment
At 1 July 2024
1,845,168
-
0
4,753,093
78,641
94,053
210,966
6,981,921
Depreciation charged in the year
143,155
-
0
680,784
14,911
13,744
21,731
874,325
At 30 June 2025
1,988,323
-
0
5,433,877
93,552
107,797
232,697
7,856,246
Carrying amount
At 30 June 2025
17,172,996
-
0
13,187,587
22,578
8,381
40,201
30,431,743
At 30 June 2024
17,316,151
52,599
13,707,484
37,489
18,663
61,932
31,194,318
KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
10
Tangible fixed assets
(Continued)
- 24 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2025
2024
£
£
Plant and equipment
-
0
535,402
11
Stocks
2025
2024
£
£
Raw materials and consumables
1,522,539
1,830,663
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,810,337
1,790,821
Amounts owed by group undertakings
-
0
74,524
Other debtors
93,778
114,373
Prepayments and accrued income
104,146
136,950
3,008,261
2,116,668
13
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans and overdrafts
14
546,382
167,761
Obligations under finance leases
15
-
0
51,348
Trade creditors
1,621,834
2,419,957
Taxation and social security
309,216
321,113
Accruals and deferred income
767,811
427,303
3,245,243
3,387,482
KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 25 -
14
Loans and overdrafts
2025
2024
£
£
Bank overdrafts
546,382
167,761
Payable within one year
546,382
167,761

15
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
-
0
56,700
Less: future finance charges
-
0
(5,352)
-
0
51,348

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
108,663
110,872

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
3,351
3,351
3,351
3,351
KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
17
Share capital
(Continued)
- 26 -

Rights and preferences of shares

Ordinary £1 shares have the following rights, preferences and restrictions.

Ordinary shares are shares with full and equal rights to participate in voting in all circumstances, dividends and capital distributions and redemption rights.

KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 27 -
18
Related party transactions

Summary of transactions with parent

At the year end £Nil (202 4 - £Nil) was due (from)/to Kingsley Beverage FZCO, the immediate parent company.

During the year £Nil (202 4 - £Nil) of sales were made to Kingsley Beverage FCZO.

Summary of transactions with entities with joint control or significant interest

During the year £Nil (202 4 - £Nil) of purchases were made from Kingsley Beverage (Pty) Limited, a company under common control. During the year £1,70 9,345.94 (202 4 - £4,523,742) of sales (including marketing charges) were made to Kingsley Beverage (Pty) Limited.

The amount owing by Kingsley Beverage (Pty) Limited in relation to trade as at the financial year end is £Nil (202 4 - £74,524), and this balance is held within trade debtors and trade creditors.

19
Parent and ultimate parent undertaking

The company's immediate parent is Kingsley Beverage FZCO, incorporated in United Arab Emirates.

20
Cash (absorbed by)/generated from operations
2025
2024
£
£
Loss for the year after tax
(40,626)
(431,353)
Adjustments for:
Finance costs
32,268
39,019
Amortisation and impairment of intangible assets
2,617
3,261
Depreciation and impairment of tangible fixed assets
874,325
1,229,595
Movements in working capital:
Decrease/(increase) in stocks
308,120
(209,796)
Increase in debtors
(891,593)
(803,706)
(Decrease)/increase in creditors
(469,512)
846,332
Cash (absorbed by)/generated from operations
(184,401)
673,352
KINGSLEY BEVERAGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 28 -
21
Analysis of changes in net debt
2025
£
Opening net debt
Cash at bank and in hand
(165,732)
Obligations under finance leases
(51,348)
(217,080)
Changes in net debt arising from:
Cash flows of the entity
(328,415)
Closing net debt as analysed below
(545,495)
Closing net debt
Cash at bank and in hand
(545,495)
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