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Registered number: SC088127 BROXBURN BOTTLERS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
BROXBURN BOTTLERS LIMITED COMPANY INFORMATION
Directors | John L S Grant
| Leonard S Russell
| Douglas M B Belford
| Bryan McCluskey
| Keith W Murdoch
Company secretary | Michael J Younger
Registered number | SC088127
Registered office | 5 Drovers Road
| East Mains Industrial Estate
| Broxburn
| West Lothian
| EH52 5ND
Independent auditors | MHA
| 6 St Colme Street
| Edinburgh
| EH3 6AD
BROXBURN BOTTLERS LIMITED CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 6
Independent Auditors' Report | 7 - 10
Statement of Comprehensive Income | 11
Balance Sheet | 12
Statement of Changes in Equity | 13
Statement of Cash Flows | 14
Notes to the Financial Statements | 15 - 27
BROXBURN BOTTLERS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their strategic report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the Company continued to be that of spirit bottlers and bonded warehousekeepers. The strategy is to provide competitively priced and diverse spirit bottling and ancillary services to the shareholders and external customers; all of whom have primary activities in Scotch whisky. Competitive pricing is achieved by seeking high levels of throughput. Customer demand for a diverse and evolving range of products is met through continuously adapting methodologies and updating the plant.
Business review
The Company had a challenging year, with the business experiencing a reduction in demand, directly relating to market conditions. These market conditions then encouraged the larger customers with their own bottling halls to bottle more of their product in house. Due to the earnings profile of many employees, the business was particularly affected by the increases in employers National Insurance and the increase in the minimum wage. The outcome is turnover reduced by £3,165,697 to £35,376,961 (2024: £38,542,658). The market contraction adversely affected labour utilisation which, when coupled with increases in wages costs, resulted in an operating loss of £2,835,227 (2024: £2,303,983). EBITDA for the year was negative £1,582,326 (2024: negative £1,036,207) with the dynamics relating to demand and wage costs described above applying. There is no corporation tax due for the current year. Capital expenditure in the year was targeted, totalling £206,236 (2024: £1,018,801). Cash balances increased by £25,638 to £59,168. The operating cash requirement is funded by the joint controlling entity, Ian MacLoed Distillers. The loan from the joint controlling entity J&G Grant remained constant and broadly equals the sum advanced by the other joint venture partner. The business continues to apply tight cost control, with significant improvements realised during the year, which in turn mitigated additional losses. Continued protection of operational capability is the board’s priority; the Company continues to use the quieter period as an opportunity to improve its processes and controls, and employees are receiving additional training and development.
Principal risks and uncertainties
The Company is exposed to the effects of major and profound economic, epidemiological, political, technological, or societal changes which are beyond its’ control. The directors monitor these trends and adapt the business model accordingly. The reduced customer demand caused by full supply chains and a downturn in the industry were the significant factors affecting the company’s performance. The Directors continue to adapt operations to address these effects, which is achieved by flexible planning and labour deployment. The principal business risks the Company actively manages are those relating to customer demand and controlling the operating model. Therefore, the Directors strive to achieve a gross profit which is sufficient to cover costs which contain a substantial fixed element. Despite the challenging year, the joint controlling entities remain committed to the business and will continue to support it. Page 1
BROXBURN BOTTLERS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Future Developments
The 2025 financial year was affected by the significant cost increase arising from the rises in the National Living Wage and employers National Insurance Contributions. The Company has made appropriate adjustments to its’ operating model to trade successfully under current conditions. The Directors will continue to develop the business by managing its’ growth through investment in people. There is the expectation that customer demand will begin to improve during 2026. A rapid recovery unlikely, instead it is hoped there will be a gradual improvement albeit the timing is uncertain. The Directors are confident that once markets recover, demand for its’ services will resume to historic levels and with close shareholder support, the Company will continue to trade successfully. Furthermore, operational improvements that have been achieved in previous years will realise significant benefits when trading improves.
Key performance indicators
The key performance indicators for the Company are revenue, gross margin, and net profitability. The Company closely tracks the attributable costs and revenue by works order.
Financial instruments
The Company’s use of financial instruments is restricted to standard operation of a bank account, the use of a loan, and the advancing and drawing on trade accounts. The Directors believe the Company's exposure to price risk, credit risk, liquidity risk and cash flow risk is not material for the assessment of the value of its assets, liabilities, the financial position, and profit and loss of the Company.
Financial performance
The Directors consider that the result for the year is fair reflection of the difficult operational and trading environment.
Obligations under Companies Act 2006 S172
Each Director must act in a way that is likely to promote the success of the Company for the benefits of its’ members as a whole. The matters that are expected to be considered are the consequences of any decision for the long term, the interest of the Company’s employees, fostering of good relations with customers and suppliers, the impact of operations on the community and the environment, maintenance of high standards of conduct, and acting fairly between members of the Company. The owners of the business are independent family businesses of long standing who value integrity and appreciate the long-term nature of the industry. Their interests are covered by being customers as well as holding directorships. There is a strong desire to develop a culture where the interests of others are factored into all decision making. The welfare interests of employees are prioritised and fair dealing with suppliers and customers encouraged. The Company is mindful of its environmental responsibilities and will improve standards to reduce environmental harms. This report was approved by the board on 24 March 2026 and signed on its behalf.
Michael J Younger Secretary
Page 2
BROXBURN BOTTLERS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
The loss for the year, after taxation, amounted to £2,664,844 (2024 - loss £2,234,268). The Directors do not recommend payment of a dividend.
Directors
The Directors who served during the year were:
John L S Grant
Leonard S Russell
Douglas M B Belford
Bryan McCluskey
Keith W Murdoch
Engagement with employees
The Company's policy is to consult and discuss with employees, through employee forums, committees and at meetings, matters likely to affect employees' interests. Information about matters of concern to employees is given through information bulletins, townhall meetings and reports which seek to achieve a common awareness on the part of all employees of the market, financial and economic factors affecting the Company's performance.
Disabled employees
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Auditors
The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 3
BROXBURN BOTTLERS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Streamlined Energy and Carbon Reporting
Energy consumption data in Kwh is obtained directly from billing data or by converting carbon fuels to Kwh using published conversion factors.
| Energy Consumption
|  | 2025 | 2024
|  | kWh | kWh
| Aggregate of energy consumption in the year |  |
| Gas combustion - Scope 1 | 797,672 | 1,362,988
| Electricity purchased - Scope 2 | 1,688,758 | 1,786,399
|  | 2,486,430 | 3,149,387
| Tonnes of CO2 Emissions
|  | 2025 | 2024
|  | metric tonnes | metric tonnes
| Scope 1 - direct emissions |  |
| Gas combustion | 204 | 354
| Fuel for owned transport | - | -
|  | 204 | 354
|  | 2025 | 2024
|  | metric tonnes | metric tonnes
| Scope 2 - indirect emissions |  |
| Electricity purchased | 350 | 370
|  | 350 | 370
| Total gross emissions were 554 metric tonnes (2024: 724 metric tonnes). Emissions from business travel in rental cars or employee owned vehicles (scope 3) where the company is responsible for purchasing the fuel is nil.
Page 4
BROXBURN BOTTLERS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | metric tonnes | metric tonnes
| Intensity ratio |  |
| Tonnes CO2 per number of cases (dozens) produced | 0.00033 | 0.00036
| Quantification and reporting methodology We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2025 UK Government’s Conversion Factors for Company Reporting. Overall emissions were calculated based on consumption use per invoices, then converted using UK Government GHG Conversion Factors for Company Reporting. Scope 2 emissions have been calculated using the location based approach. Intensity measurement The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2 per dozen bottles of spirits packaged. Measures taken to improve energy efficiency No new energy initiatives were undertaken in 2025.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgments 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; ∙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 to 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. Page 5
BROXBURN BOTTLERS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. This report was approved by the board on 24 March 2026 and signed on its behalf.
Michael J Younger Secretary
Page 6
BROXBURN BOTTLERS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROXBURN BOTTLERS LIMITED
Opinion
We have audited the financial statements of Broxburn Bottlers Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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. Page 7
BROXBURN BOTTLERS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROXBURN BOTTLERS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report 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 identified material misstatements in the Strategic Report or the Directors' Report. 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. Page 8
BROXBURN BOTTLERS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROXBURN BOTTLERS LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: •Enquiry of management, those charged with governance and the entity's solicitors around actual and potential litigation and claims; •Enquiry of entity staff in compliance functions to identify any instances of non-compliance with laws and regulations; •Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; •Reviewing minutes of meetings of those charged with governance; •Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 9
BROXBURN BOTTLERS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROXBURN BOTTLERS LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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 members, as a body, for our audit work, for this report, or for the opinions we have formed. Iain Binnie (Senior Statutory Auditor) for and on behalf of MHA, Statutory Auditor 6 St Colme Street Edinburgh EH3 6AD 24 March 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542) Page 10
BROXBURN BOTTLERS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 35,376,961 | 38,542,658
Cost of sales |  | (33,950,532) | (36,579,808)
Gross profit |  | 1,426,429 | 1,962,850
Administrative expenses |  | (4,261,656) | (4,266,833)
Operating loss | 5 | (2,835,227) | (2,303,983)
Interest receivable and similar income | 9 | 699 | 1,127
Loss before tax |  | (2,834,528) | (2,302,856)
Tax on loss | 10 | 169,684 | 68,588
Loss for the financial year |  | (2,664,844) | (2,234,268)
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 15 to 27 form part of these financial statements.
Page 11
BROXBURN BOTTLERS LIMITED REGISTERED NUMBER: SC088127 BALANCE SHEET AS AT 31 DECEMBER 2025
| 2025 | 2025 | 2024 | 2024
Note | £ | £ | £ | £
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | 11,065,136 |  | 12,111,801
Current assets |  |  |  |  |
Stocks | 12 | 16,015 |  | 17,738 |
Debtors: amounts falling due within one year | 13 | 10,129,982 |  | 11,098,670 |
Cash at bank and in hand | 14 | 59,168 |  | 33,530 |
|  | 10,205,165 |  | 11,149,938 |
Creditors: amounts falling due within one year | 15 | (14,066,824) |  | (13,223,734) |
Net current liabilities |  |  | (3,861,659) |  | (2,073,796)
Total assets less current liabilities |  |  | 7,203,477 |  | 10,038,005
Provisions for liabilities |  |  |  |  |
Deferred tax | 17 | (697,409) |  | (867,093) |
|  |  | (697,409) |  | (867,093)
Net assets |  |  | 6,506,068 |  | 9,170,912
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | 500,000 |  | 500,000
Profit and loss account |  |  | 6,006,068 |  | 8,670,912
Total equity |  |  | 6,506,068 |  | 9,170,912
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 March 2026.
John L S Grant
Director
The notes on pages 15 to 27 form part of these financial statements. Page 12
BROXBURN BOTTLERS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 500,000 | 10,905,180 | 11,405,180
Loss and total comprehensive income |  |  |
Loss and total comprehensive for the year | - | (2,234,268) | (2,234,268)
Total comprehensive income for the year | - | (2,234,268) | (2,234,268)
At 1 January 2025 | 500,000 | 8,670,912 | 9,170,912
Comprehensive income for the year |  |  |
Loss and total comprehensive for the year | - | (2,664,844) | (2,664,844)
Total comprehensive income for the year | - | (2,664,844) | (2,664,844)
At 31 December 2025 | 500,000 | 6,006,068 | 6,506,068
| The notes on pages 15 to 27 form part of these financial statements.
Page 13
BROXBURN BOTTLERS LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (2,664,844) | (2,234,268)
Adjustments for: |  |
Depreciation of tangible assets | 1,252,901 | 1,268,979
Loss on disposal of tangible assets | - | 5,392
Interest received | (699) | (1,127)
Taxation charge | (169,684) | (68,588)
Decrease in stocks | 1,723 | 6,837
(Increase)/decrease in debtors | (353,350) | 124,867
Decrease in amounts owed by joint controlling entities | 1,322,038 | 2,240,518
(Decrease) in creditors | (39,287) | (729,531)
Increase in amounts owed to joint controlling entities | 882,379 | 155,857
Net cash generated from operating activities | 231,177 | 768,936
Cash flows to investing activities |  |
Purchase of tangible fixed assets | (206,238) | (1,018,801)
Interest received | 699 | 1,127
Net cash to investing activities | (205,539) | (1,017,674)
Net increase/(decrease) in cash and cash equivalents | 25,638 | (248,738)
Cash and cash equivalents at beginning of year | 33,530 | 282,268
Cash and cash equivalents at the end of year | 59,168 | 33,530
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 59,168 | 33,530
| 59,168 | 33,530
The notes on pages 15 to 27 form part of these financial statements.
Page 14
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Broxburn Bottlers Limited is a private company limited by shares incorporated in Scotland. The registered office is 5 Drovers Road, East Mains Industrial Estate, Broxburn, West Lothian, EH52 5ND. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
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. Monetary amounts in these financial statements are rounded to the nearest £. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The company prepares financial projections which fully incorporate expected changes in trading, costs and working capital requirements. They make allowance for known and expected capital expenditure and other investing activities. The consequences of forecasted trading and investing activities are then tested against available cash. Based on these projections the company will continue to operate within its current facilities. As a result of this, shareholder support, forecast expectation, and experience the directors are confident that the adoption of the assumption of going concern is applicable.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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. Page 15
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Turnover
Turnover represents amounts receivable for providing bottling and storage services during the period, exclusive of VAT. Turnover is recognised at the point at which the company has fulfilled its contractual obligations and the risks and rewards attaching to the product, such as obsolescence, have been transferred to the customer.
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.8 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 16
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Current and deferred taxation
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 balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 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 balance sheet date.
| 2.10 | Tangible fixed assets
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. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Page 17
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Tangible fixed assets (continued)
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:
|  |  |  | Freehold property | - | 2% | straight line
|  |  |  | Leasehold property | - | 2% | straight line
|  |  |  | Plant and machinery | - | 10%- | 20% straight line
|  |  |  | Equipment and fittings | - | 10% | straight line
|  |  |  | Computer equipment | - | 25% | straight line
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.
| 2.11 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. 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 profit or loss.
| 2.12 | Debtors
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.
| 2.13 | Cash and cash equivalents
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 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 Company's cash management.
| 2.14 | Creditors
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. Page 18
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Provisions for liabilities
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.
| 2.16 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.
3. | Judgments in applying accounting policies 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, if the revision affects only that period, or in the period of the revision and future periods if 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. Useful life of tangible assets The company sets depreciation rates which reasonably reflect the probably economic life of an asset. The directors review the applicability of the policies used with reference to the returns generated by an asset, experience and judgement.
4. | Turnover
The total turnover of the company for the year has been derived from its principal activity wholly undertaken in the United Kingdom Page 19
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | 699 | -
| Depreciation of owned tangible fixed assets | 1,252,901 | 1,268,979
| Profit/loss on sale of tangible assets | - | 5,392
| Other operating lease rentals | 256,894 | 292,328
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements | 14,100 | 13,540
| Fees payable to the Company's auditors and their associates in respect of: |  |
| Taxation compliance services | 1,300 | 1,235
| All non-audit services not included above | 1,600 | 1,500
Page 20
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 8,930,355 | 9,578,039
| Social security costs | 1,079,870 | 963,249
| Cost of defined contribution scheme | 560,376 | 671,202
|  | 10,570,601 | 11,212,490
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Production staff | 231 | 261
|  | Administrative staff | 31 | 32
|  |  | 262 | 293
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 200,334 | 200,334
| Company contributions to defined contribution pension schemes | 34,509 | 34,786
|  | 234,843 | 235,120
| During the year retirement benefits were accruing to 1 Director (2024 - 1) in respect of defined contribution pension schemes.
| Remuneration above relates to the highest paid director.
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 699 | 1,127
|  | 699 | 1,127
Page 21
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | (169,684) | (68,588)
| Total deferred tax | (169,684) | (68,588)
| Tax on loss | (169,684) | (68,588)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (2,834,528) | (2,302,856)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (708,632) | (575,714)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 1,773 | 4,724
| Deferred tax asset not recognised | 518,002 | 452,738
| Adjustments to tax charge in respect of prior periods - deferred tax | (963) | -
| Permanent fixed asset differences | 20,136 | 49,664
| Total tax charge for the year | (169,684) | (68,588)
| As at the year end, the company has unutilised corporation tax losses of £5,136,490 (2024: £2,923,777). A deferred tax asset had not been recognised due to the uncertainty over the timing of their reversal.
Page 22
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Tangible fixed assets
|  | Freehold property | Long-term leasehold property | Plant and machinery | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 January 2025 | 9,479,598 | 1,172,502 | 13,359,243 | 2,320,749 | 578,022 | 26,910,114
| Additions | 2,574 | - | 59,015 | 134,132 | 10,515 | 206,236
| Disposals | - | - | (5,786,973) | (469,657) | (34,927) | (6,291,557)
| At 31 December 2025 | 9,482,172 | 1,172,502 | 7,631,285 | 1,985,224 | 553,610 | 20,824,793
| Depreciation |  |  |  |  |  |
| At 1 January 2025 | 2,695,061 | 126,788 | 10,079,951 | 1,550,725 | 345,788 | 14,798,313
| Charge for the year on owned assets | 194,111 | 23,450 | 743,934 | 192,816 | 98,590 | 1,252,901
| Disposals | - | - | (5,786,973) | (469,657) | (34,927) | (6,291,557)
| At 31 December 2025 | 2,889,172 | 150,238 | 5,036,912 | 1,273,884 | 409,451 | 9,759,657
| Net book value |  |  |  |  |  |
| At 31 December 2025 | 6,593,000 | 1,022,264 | 2,594,373 | 711,340 | 144,159 | 11,065,136
| At 31 December 2024 | 6,784,537 | 1,045,714 | 3,279,292 | 770,024 | 232,234 | 12,111,801
Page 23
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 16,015 | 17,738
|  | 16,015 | 17,738
13. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 1,335,298 | 1,144,770
| Amounts owed by group undertakings | 8,279,847 | 9,601,885
| Other debtors | 121,527 | 1,569
| Prepayments and accrued income | 393,310 | 350,446
|  | 10,129,982 | 11,098,670
14. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 59,168 | 33,530
|  | 59,168 | 33,530
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | 2,750,000 | 2,750,000
| Trade creditors | 902,827 | 986,901
| Amounts owed to group undertakings | 9,868,960 | 8,986,581
| Other taxation and social security | 221,696 | 267,648
| Other creditors | 74,616 | -
| Accruals and deferred income | 248,725 | 232,604
|  | 14,066,824 | 13,223,734
Page 24
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Loan from a joint controlling entity | 2,750,000 | 2,750,000
| Payable within one year | 2,750,000 | 2,750,000
| No further advances were received in the current year. The total borrowings form a joint controlling entity is £2,750,000. Interest is currently suspended and will revert to 2% over Bank of Scotland base rate when conditions permit. The loan is unsecured and repayable on demand.
17. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (867,093)
| Charged to profit or loss | 169,684
| At end of year | (697,409)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (697,409) | (867,093)
|  | (697,409) | (867,093)
18. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Authorised, allotted, called up and fully paid |  |
|  | 500,000 (2024 - 500,000) Ordinary Shares shares of £1.00 each | 500,000 | 500,000
Page 25
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Capital commitments
| At 31 December 2025 the Company had capital commitments as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Acquisition of tangible fixed assets | - | 93,234
|  | - | 93,234
20. | Pension commitments
The Company operates a defined contributions 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 by the Company to the fund and amounted to £560,376 (2024 - £671,202) . Contributions totalling £74,616 (2024 - £nil) were payable to the fund at the balance sheet date and are included in creditors.
21. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 220,013 | 248,248
| Later than 1 year and not later than 5 years | 594,657 | 761,451
| Later than 5 years | 900,000 | 958,884
|  | 1,714,670 | 1,968,583
Page 26
BROXBURN BOTTLERS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Related party transactions
| Remuneration of key management personnel The remuneration of key management personnel is as follows:
|  | 2025 | 2024
|  | £ | £
| Aggregate compensation | 671,154 | 681,486
|  | 671,154 | 681,486
| Transactions with related parties During the year revenue from bottling services, bulk operations and warehouse rental was received from the joint controlling entities of £30,403,632 (2024: £32,204,994). Management charges of £70,000 (2024: £55,000) were made by the joint controlling entities in the year. Dry goods and materials to the value of £14,978,577 (2024: £13,625,999) were purchased from the joint controlling entities in the year. At the year end the following balances were outstanding: Amounts due to the joint controlling entities of £9,868,960 (2024: £8,986,581) and amounts due from the joint controlling entities of £8,279,847 (2024: £9,658,752). A loan of £2,750,000 (2024: £2,750,00) is due to one of the joint controlling entities.
Page 27