In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Upperton Vineyards Limited for the year ended 31 December 2025 which comprise, the balance sheet and the related notes from the company’s accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.

This report is made solely to the board of directors of Upperton Vineyards Limited, as a body, in accordance with the terms of our engagement letter dated 22 March 2024. Our work has been undertaken solely to prepare for your approval the financial statements of Upperton Vineyards Limited and state those matters that we have agreed to state to the board of directors of Upperton Vineyards Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Upperton Vineyards Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that Upperton Vineyards Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Upperton Vineyards Limited. You consider that Upperton Vineyards Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Upperton Vineyards Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

Upperton Vineyards Limited is a private company limited by shares incorporated in England and Wales. The registered office is Amelia House, Crescent Road, Worthing, West Sussex, BN11 1RL.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £1.

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

Following a hive up of its parent company, the company is now dormant. The company has no significant assets or liabilities. The directors have a reasonable expectation that the company will remain dormant for the foreseeable future. Accordingly, the truedirectors continue to adopt the going concern basis in preparing the financial statements.

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:

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.

Freehold land is not depreciated.

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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost.

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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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.

The average monthly number of persons employed by the company during the year was 0 (2024 - 0).

During the year, the company transferred its trade and net assets to its parent undertaking, Southern England Wines (UK) Ltd, as part of an internal group reorganisation.

The transfer was completed on 15 October 2025 and was effected at market value. The transfer has been treated as a distribution in specie to the parent undertaking.

The net assets transferred amounted to £1,278,975 and the profit on the transaction was £404,166.

Following the transfer the company ceased trading and is now dormant.

The transaction represents a related party transaction with the parent undertaking.

On 15 October 2025, the company passed a special resolution to reduce its share capital by £1,069,711 by cancelling 1,069,711 ordinary shares of £1 each, supported by a solvency statement from the directors in accordance with the Companies Act 2006.