Company No: SC482689 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2026		2025
		£		£
Fixed assets
Investments	3	884,720		884,720
		884,720		884,720
Current assets
Debtors	4	31,460		31,460
		31,460		31,460
Creditors: amounts falling due within one year	5	( 6,064)		( 2,699)
Net current assets		25,396		28,761
Total assets less current liabilities		910,116		913,481
Creditors: amounts falling due after more than one year	6	( 135,828)		( 129,360)
Net assets		774,288		784,121
Capital and reserves
Called-up share capital	7	447,794		447,794
Share premium account		212,238		212,238
Profit and loss account		114,256		124,089
Total shareholders' funds		774,288		784,121

For the financial year ending 31 March 2026 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The director acknowledges their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Caledonia Spirit Limited (registered number: SC482689) were approved and authorised for issue by the Director on 05 June 2026. They were signed on its behalf by:

S J Johnstone Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Caledonia Spirit Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is C/O Johnston Carmichael, 227 West George Street, Glasgow, G2 2ND, Scotland, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The director has a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the Company reviews 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

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. 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.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

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 creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

2. Employees

	2026		2025
	Number		Number
Monthly average number of persons employed by the Company during the year, including the director	1		1

3. Fixed asset investments

	2026		2025
	£		£
Subsidiary undertakings	884,720		884,720

Investments in subsidiaries

	2026
	£
Cost
At 01 April 2025	884,720
At 31 March 2026	884,720
Carrying value at 31 March 2026	884,720
Carrying value at 31 March 2025	884,720

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.03.2026	Ownership 31.03.2025
Robert Graham Limited	227 West George Street, Glasgow, Lanarkshire, Scotland, G2 2ND	Retail sale in non-specialised stores with food, beverages or tobacco predominating	Ordinary	100.00%	100.00%

4. Debtors

	2026		2025
	£		£
Amounts owed by own subsidiaries	31,460		31,460

5. Creditors: amounts falling due within one year

	2026		2025
	£		£
Other creditors	6,064		2,699

6. Creditors: amounts falling due after more than one year

	2026		2025
	£		£
Other creditors	135,828		129,360

There are no amounts included above in respect of which any security has been given by the small entity.

Convertible loan notes are repayable within 60 months from the date of issue or will convert to equity if there is a relevant fundraise or a change of control involving a consideration and has interest applied of 5% per annum. There is deemed to be no equity of the convertible loan note and subsequently the entire £135,828 including interest charges has been recorded as a liability.

7. Called-up share capital

	2026		2025
	£		£
Allotted, called-up and fully-paid
384,037 A ordinary shares of £ 1.00 each	384,037		384,037
63,757 B ordinary shares of £ 1.00 each	63,757		63,757
	447,794		447,794

8. Related party transactions

Other related party transactions

	2026		2025
	£		£
Amounts owed by group companies	31,460		31,460

This loan is unsecured, interest free and has no fixed date for repayment.