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IN VINO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 22 to 52 form part of these financial statements.
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- 19 -
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IN VINO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2025
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Profit on disposal of tangible assets
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(Increase)/decrease in stocks
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Increase/(decrease) in creditors
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Foreign exchange on fixed assets
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Foreign exchange movement
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Share of profit from joint venture
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Sale of intangible assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Government grants received
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Net cash from investing activities
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- 20 -
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IN VINO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
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Cash flows from financing activities
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Movements on invoice discounting
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Dividends paid to non-controlling interests
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 22 to 52 form part of these financial statements.
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- 21 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
In Vino Limited ("the Company") is a private company limited by shares, incorporated in the United Kingdom and registered in England and Wales with the registered number 08393550. The address of its registered office and principal place of business is Boundary House, Cheadle Point, Cheadle, SK8 2GG.
The principal activity of the Company is that of a holding company.
The principal activity of the Group is that of wine production and distribution.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement and Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
- 22 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
In the consolidated accounts, interests in joint ventures are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Income Statement includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in joint ventures are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.
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Financial reporting standard 102 - reduced disclosure exemptions
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The Parent Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
- 23 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The financial position of the Group, its trading results and financing of the business operations are described in more detail within the Strategic Report.
The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show the Group should be able to operate within the banking and invoice discounting facilities available to it over the period to the end of August 2026 which is the period considered for directors going concern assessment. These forecasts are prepared on a business-as-usual basis and on the assumption that the current invoice discounting facility, and other revolving bank facilities which are subject to annual renewal will be renewed on similar terms in September 2026. The directors are confident that, despite the current difficult trading environment driven by the impacts of global volatility and uncertainty, the cost-of-living crisis, rising interest rates and the resulting energy and higher inflationary pressures on costs given the continued profitability of the Group and stronger year on year trading post the year end, teamed with the good working relationship with the principal bank that this is an appropriate assumption.
The cash flow forecasts are regularly updated, which allows for various scenarios to be overlaid to stress test should a situation arise such as trade restrictions and tariffs being imposed. This allows the business to quickly adapt and change strategies to ensure the continued liquidity of the business is maintained.
Following review of the forecasts the directors remain of the view that there are sufficient financial resources available to continue to operate as a going concern, notably, on the basis that the current banking facilities are renewed or extended following the annual review of the revolving facilities. Maintaining this level of detail in the cash flow forecasts has allowed management to monitor and manage liquidity within the business and will enable it to navigate through the continued cost-of-living crisis, new government legislation and budgetary changes from the alcohol duty reform, waste management schemes and changes to employer national insurance costs and any impacts of the new tariffs imposed at geopolitical level, whilst facilitating the strategic growth of the business to sensibly continue. The focus for the next period is to increase our market share in all markets utilising the fantastic new products we are bringing to the market together with our carefully curated, well-established portfolio of over 1,800 wines and spirits. We will further generate cash by maintaining and increasing our stock efficient management principles, increased digitalisation of the business through a new company website and ERP system to future proof and drive process efficiencies. The directors have identified additional measures that could be taken to protect the business, if required, including rescaling of the fixed cost base and staffing within the business and additional investment funding should the need arise. The Company has just entered a cross company guarantee for a new £5.5m term loan provided to a company under common control with its principal banking partner HSBC to provide investment funding for the Group’s winery expansion project and to provide sufficient working capital headroom across the group of companies for the medium term.
The directors have concluded that the financial statements can be drawn up on a going concern basis.
- 24 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £'000.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
- 25 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Income Statement within administrative expenses over its useful economic life of between 2 and 20 years (established before the date of transition to FRS 102) or over a shorter period as determined by the management upon each acquisition.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Other intangible assets are amortised on a straight line basis to the Income Statement within administrative expenses over their useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Computer software - 20% - 33% on cost
Goodwill - 2 - 20 years
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
- 26 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in Income Statement.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
- 27 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The Group uses foreign currency forward contracts to manage its exposure to cash flow risk on its net currency payments on the purchase of bulk and bottled wine. These derivatives are measured at fair value at each reporting date.
To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Equity dividends are recognised when they become legally payable.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
The Group operates a defined contribution plan for its employees in the UK and provides local arrangements in other operating territories.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
Interest income is recognised in profit or loss using the effective interest method.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
- 28 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
- 29 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
- 30 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic 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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
The Group only enters into basic financial instrument transactions (other than foreign currency forward contracts covered in accounting policy note 2.16) that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
The forward currency contracts are measured at fair value, which is determined based on market to market values provided by the bank.
- 31 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
- 32 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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, if the revision affects only that period, or in the period of revision and future periods, if the revision affects both current and future periods.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are detailed below:
(i) Determining useful economic lives of intangible assets
The Group amortise intangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on management’s assessment of the period over which the asset is expected to generate future economic benefit for the Group. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, consumer trends and other external factors such as brand reputation and economic conditions.
(ii) Stock provision
The Group establishes a provision for stocks where the estimated selling price less cost to complete and sell is lower than the cost of the stock. When assessing the estimated selling price for stocks the directors have considered factors such as the ageing of the stock, current market conditions and past sales experience. As at 31 August 2025, the Group had a provision of £607,132 (2024: £587,254) on the balance sheet.
(iii) Debtor recoverability
The Group establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the directors have considered factors such as the ageing of the receivables, past experience of recoverability and the credit profile of individual or groups of customers. As at 31 August 2025, the Group had a provision of £589,780 (2024: £565,029) on the balance sheet.
- 33 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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Insurance claims received
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Intercompany loan write-off
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Other operating lease rentals
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Amortisation of intangible assets, including goodwill
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- 34 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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During the year, the Group obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditor in respect of:
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Taxation compliance services
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All non-audit services not included above
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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- 35 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £378k (2024 - £365k).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10k (2024 - £10k).
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Bank/other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Interest payable on invoice financing facility
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- 36 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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Taxation on profit on ordinary activities
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- 37 -
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IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
12.Taxation (continued)
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|
Factors affecting tax charge for the year
|
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The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit on ordinary activities before tax
|
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Non-tax deductible amortisation of goodwill and impairment
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Capital allowances for year in excess of depreciation
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Expenses not deductible for tax purposes
|
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Higher rate taxes on overseas earnings
|
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Adjustments to tax charge in respect of prior periods
|
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Adjustments to tax charge in respect of prior periods - deferred tax
|
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Other differences leading to a decrease in the tax charge
|
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|
Total tax charge for the year
|
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|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
|
Dividends paid to the owners of the parent company
|
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- 38 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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Foreign exchange movement
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Foreign exchange movement
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- 39 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
The fixed assets value of £1,861k (2024: £2,069k) has been pledged as security as per note 20.
|
- 40 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Investment in joint ventures
|
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Investments in subsidiary companies
|
Investment in joint ventures
|
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- 41 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
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|
|
The following were subsidiary undertakings of the Company:
|
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|
Vineyard and sale of wine
|
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Wine producers, importers and wholesalers
|
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|
Boutinot South Africa (Pty) Limited*
|
Vineyard and sale of wine
|
|
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|
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|
|
Boutinot Domaines SAS (France)*
|
|
|
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|
|
Moreno Wine Importers Company Limited*
|
Wine wholesaler and importer
|
|
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|
|
Boutinot International Limited*
|
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|
Wine wholesaler and importer
|
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|
Wine wholesaler and importer
|
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|
Wholesale Alcohol Distributor
|
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|
|
Vintage West Wine & Spirits Inc*
|
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- 42 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Subsidiary undertakings (continued)
|
|
The registered address of Moreno Wine Importers Company Limited, In Vino Bidco Limited, Boutinot Limited, Boutinot Wines Limited is Boundary House, Cheadle Point, Cheadle, England, SK8 2GG.
The registered addresses of EURL Boutinot and Boutinot Domaines SAS (France) is Aux Colas, 71570 Saint Verand, France.
The registered address of Boutinot South Africa (Pty) Limited is Verdun Road, Franschhoek, 7690, South Africa.
The registered address of Boutinot Atlantic Inc. is 1200-215 Rue Saint-Jacques, Montréal, Quebec H2Y 1M6.
The registered address of Boutinot USA Inc. is 1450 Kastner Place, Ste. 100, Sanford Florida, 327771, USA.
The registered address of In Vino New Zealand Ltd is 4 Sunrise Road, Rd 1, Upper Moutere, 7173, New Zealand.
The registered address of CTS Distributing Inc is 100 5050 Osage Street, Denver, Colorado, 80221, USA.
The registered address of Vintage West Wine & Spirits Inc is Suite 210, 1319 Edmonton Trail N.E., Calgary, AB T2E 4Y8. Vintage West Wine & Spirits Inc has reporting end date of 31 July 2025 which is inconsistent with the Group. Although the Group holds 50% of the equity shares in Vintage West Wine & Spirits Inc, the entity has been consolidated as a subsidiary because the Group has control, arising from its ultimate authority on decisions that significantly affect the entity’s returns.
Moreno Wine Importers Company Limited (registration number: 02286021) and In Vino Bidco Limited (registration number: 08393567) are exempt from the requirement relating to the audit of their financial statements under section 479A of the Companies Act 2006.
On 9 October 2024, Boutinot USA Inc. incorporated a new business in Chicago, Illinois under the name In Vino Illinois LLC., under the trading name “By The Glass”. The registered address of In Vino Illinois LLC. is 901 S 2ND ST, STE 201, Springfield, IL 62704-7909.
Subsidiary undertakings listed with an asterisk (*) are indirectly held.
In Vino Bidco Limited has elected to take the audit exemption available under section 479A, as a result of the parent guarantee which has been issued under section 479C of the Companies Act 2006.
|
- 43 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
The following were joint ventures of the Company:
|
|
|
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|
|
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|
|
On 30 August 2024 a joint venture company was created under the name AyB Vino Limited for the production and distribution of Argentinian wines.
|
|
|
Raw materials and consumables
|
|
|
|
|
Work in progress (goods to be sold)
|
|
|
|
|
Finished goods and goods for resale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The difference between purchase price or production cost of stocks and their replacement cost is not material.
|
|
|
The amount of inventory recognised as an expense in the year for the Group was £156,169k (2024: £146,785k).
Impaired stock at the balance sheet date totalled £607k (2024: £506k).
The total stock value of £31,758k (2024: £30,053k) has been pledged as security as per note 20.
|
- 44 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
Amounts owed by joint ventures
|
|
|
|
|
|
|
|
|
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|
|
Prepayments and accrued income
|
|
|
|
|
|
|
Amounts owed by related companies
|
|
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|
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|
|
Amounts owed by group undertakings, joint ventures and related companies are unsecured, interest free and repayable on demand.
HSBC Bank PLC has a fixed and floating charge over the assets of the Group.
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 45 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Creditors: Amounts falling due within one year
|
|
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|
|
|
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|
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|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
Amounts owed to joint ventures
|
|
|
|
|
|
|
Amounts owed to related companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
Invoice financing facility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings, joint ventures and related companies are unsecured, interest free and repayable on demand.
HSBC Bank PLC has a fixed and floating charge over the assets of the Group.
Certain group companies have provided debentures to the bank to secure a composite multilateral guarantee over In Vino Limited, In Vino Bidco Limited, Boutinot Limited (group companies) and Henners Limited (a company related by way of common control) in respect of all monies and liabilities due to the bank.
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 46 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
Financial assets measured at fair value through profit or loss
|
|
|
|
|
Financial assets that are debt instruments measured at amortised cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments measured at fair value
|
|
|
|
|
Financial liabilities measured at amortised cost
|
|
|
|
|
|
|
|
|
|
Financial assets measured at fair value comprise of cash at bank and in hand and derivative financial instruments.
Financial assets measured at amortised cost comprise of trade debtors, other debtors, and amounts owed by joint ventures and related companies.
|
|
|
Financial liabilities measured at fair value comprise of derivative financial instruments.
|
|
|
Financial liabilities measured at amortised cost comprise bank loans, other loans, overdrafts, trade creditors, amounts owed to joint ventures, amounts owed to related companies, invoice discounting, other creditors, and accruals and deferred income.
|
- 47 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
Losses and other deductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of the net reversal of deferred tax assets expected to occur during the year beginning after the reporting period is considered to be insignificant to the Company.
|
- 48 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
100,099 (2024 - 100,099) Ordinary shares of £0.01 each
|
|
|
|
|
|
1,502 (2024 - 1,502) A Ordinary shares of £0.01 each
|
|
|
|
|
|
15,378 (2024 - 15,378) B Ordinary shares of £0.01 each
|
|
|
|
|
|
349 (2024 - 349) C Ordinary shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holders of Ordinary shares are entitled to one vote per shareholder on a show of hand or one vote for each share held on a poll, rights to a dividend and a distribution and rights to participate in a distribution on a winding up. Ordinary shares are not redeemable.
A Ordinary, B Ordinary and C Ordinary shares are not entitled to vote and are not redeemable. Holders of A Ordinary, B Ordinary and C Ordinary shares have rights to a dividend and a distribution and rights to participate in a distribution on a winding up.
|
Share premium account
The share premium account represents accumulated amounts on the issue of share capital in excess of the par value.
Foreign exchange reserve
The foreign exchange reserve represents accumulated gains or losses on translation of foreign entities on consolidation.
Cash flow hedge reserve
The cash flow hedge reserve represents the movements in fair value of financial derivatives used to hedge against future foreign currency purchases.
Profit and loss account
The profit & loss account represents the accumulated undistributed reserves of the Company and Group.
- 49 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
The Group is party to a cross-guarantee in respect of bank facilities and wine and spirits duties with a fellow group company. At 31 August 2025, the amounts covered by this cross-guarantee amounted to £5,889,004 (2024: €600,000) of bank facilities and €Nil (2024: €2,500) of wine and spirits duties.
A company within the Group operates a defined contribution pension 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 to the fund and amounted to £687k (2024: £687k). Contributions totalling £84k (2024: £71k) were payable to the fund at the balance sheet date and are included within other creditors.
The Group enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 August 2025, the outstanding contracts all mature within 10 months of the year end. The Group is committed to buy ZAR 50,000,000 (2024: ZAR 20,000,000) and EUR 6,000,000 (2024: EUR 8,000,000) and pay a fixed sterling amount
|
|
Commitments under operating leases
|
|
|
At 31 August 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
- 50 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invoice discounting facility
|
|
|
|
|
|
|
|
|
|
|
|
Related party transactions
|
|
|
During the year the Group purchased goods from joint ventures amounting to £11,967k (2024: £12,463k). During the year, the Group sold goods and services to joint ventures amounting to £97k (2024: £105k).
At the year end date, the net balance payable to joint ventures was £4,416k (2024: £3,694k).
During the year the Group purchased goods from subsidiaries not 100% owned amounting to £315k (2024: £574k). During the year, the Group sold goods and services to subsidiaries not 100% owned amounting to £1k (2024: £2k).
During the year, the Group made purchases from companies under common control, amounting to £1,287k (2024: £3,867k). During the year, the Group sold goods and services to companies under common control with the value of £611k (2024: £312k).
At the year end date, balances receivable to companies under common control were £4,721k (2024: £6,966k).
At the year-end date, an amount of £174k (2024: £174k) was owed to key management personnel.
Loan amounts are interest free with no agreed repayment terms.
All transactions with related parties were undertaken in the normal course of business. There are no other related party transactions which are required to be disclosed in accordance with FRS 102.
|
- 51 -
|
|
IN VINO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Post balance sheet events
|
There have been no significant events affecting the Group since the year end.
There is no ultimate controlling party.
- 52 -
|