ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

13 months ended

31 December

10 months ended

30 November

Registered number: 13925615

BROLLACHAUN HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

BROLLACHAUN HOLDINGS LIMITED

COMPANY INFORMATION

Director	J Bradley


Registered number	13925615


Registered office	35 Ballards Lane
	London
	N3 1XW


Independent auditors	BKL Audit LLP
	Chartered Accountants & Statutory Auditor
	35 Ballards Lane
	London
	N3 1XW

BROLLACHAUN HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Director's report	3 - 4
Independent auditors' report	5 - 11
Consolidated statement of comprehensive income	12 - 13
Consolidated statement of financial position	14 - 15
Company statement of financial position	16
Consolidated statement of changes in equity	17
Company statement of changes in equity	18
Consolidated statement of cash flows	19 - 20
Notes to the financial statements	21 - 44

BROLLACHAUN HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction

The director presents his report and financial statements for the year ended 31 December 2023.

Business review

Brollachaun Holdings Limited (“BHL”) was founded on a simple idea of creating a business which allowed private individuals an opportunity to share and enjoy the experience of owning cask whiskey. Wider group entities have traded since 2018 and has strengthened its position year on year.
The director is again pleased to report another successful year in 2023 achieving sales of £27.74 m which was in line with business expectations. The outcome for 2024 is set to be a similar result.
The director is committed to spending significant amounts on key areas of the business, namely marketing, advertising and promotional activities. Even with the level of spend incurred, both gross and net profit margins have been consistently achieved and in line with expectations.
The director is pleased with the results given the difficult climate and the competitive nature of the market in which the business operates. The director continues to invest in its future and further offerings to individuals across the world. The director is pleased to be able to share some of these plans in the following report.
Group Structure
In December 2022 Management opted to consolidate the legal entities and form a corporate structure. The rationale for forming a group structure was due to the reliance each of the businesses placed on each other, the scale of related party trading and most importantly the synergies which exist or which could exist by operating as one overall group. By consolidating the companies into one corporate structure will facilitate future investment and create a cohesive brand under which the businesses can operate and grow.
Global Footprint
In 2022 the company opened offices in Sydney, Australia. The Australian businesses began to trade in September 2022 with the aim of better targeting and servicing the Australasia region including Australia, New Zealand and various countries in Asia. The company has effected its plans to open further international offices in 2024 including Hong Kong, China and the USA. Although the company can service global customers from its UK and Irish offices, having a local presence adds benefits relating to time zones, language and culture as well enabling the business to acquire macro and micro economic knowledge and insight.

Page 1

BROLLACHAUN HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2023

Principal risks and uncertainties

The principal risks and uncertainties of the business are considered to be the following:
Competition
The market place is highly competitive from new entrants but also from existing entities. As a business we have performed extremely well against others and continue to be committed to maintain our key market share. In order to mitigate the risks of competition, we ensure our product remains desirable whilst maintaining investment plans to expand its offering beyond Scotch and Irish whiskeys.
Marketing
New financial policies from the likes of Google mean it is increasingly difficult for companies not regulated by the Financial Conduct Authority (“FCA”) to take advantage of Google Ads. With Facebook due to release similar restrictions, the company may face short term issues with marketing. To address this, BHL has implemented a strategy to build organic traffic and in addition, the company has an existing database of individual customers and maintains strong client relationships, bringing in repeat business.
Supply
Whilst the demand exists for exponential growth, the company is limited by the quantities of liquid it can source. It has already taken steps to alleviate this by moving into new markets and whiskeys from other countries.
Casks
A general worldwide shortage of bourbon casks has seen demand outstrip supply, however, BHL is securing new suppliers of the highest quality bourbon casks and will mitigate against this shortage. As an alternative, the company can also source other, more unusual premium casks from other countries.

Financial key performance indicators

The company continues to monitor its performance with indicators such as volumes of sales, gross and net profit margins, contribution after marketing and promotional costs, net and current asset values. The director is pleased with the performance when measured against these indicators.

Other key performance indicators

The business is extremely focused on maintaining a high level of professional compliance in areas such as quality assurance, know your client (“KYC”) procedures and account management. Policies and procedures have been implemented ensuring that quality assurance communications are made with regularity, all ‘new welcome’ procedures around KYC are undertaken without engagement occurring before this point and teams of employees are regularly trained and inducted on procedures around onboarding to ensure a consistent and compliant process is achieved.

This report was approved by the board and signed on its behalf.

J Bradley

Director

Date: 16 September 2026

Page 2

BROLLACHAUN HOLDINGS LIMITED

DIRECTOR'S REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2023

The director presents his report and the audited financial statements for the period ended 31 December 2023.

Director's responsibilities statement

The director is responsible for preparing the Group strategic report, the Director's report and the consolidated audited financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare audited financial statements for each financial year. Under that law the director has elected to prepare the audited 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 director must not approve the audited financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these audited financial statements, the director is required to:

∙select suitable accounting policies for the Group'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 audited financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The director is 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 the Group and to enable him to ensure that the audited financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Company is that of a holding company for the Craft Distilling group, set up for the wholesale purchase and sale of new make spirits in casks.

Results and dividends

The profit for the period, after taxation and minority interests, amounted to £2,552,714 (2022 - £NIL).

Dividends declared during the year amounted to £2,604,973.

Director

The director who served during the period was:

J Bradley

Future developments

The director continues to invest in it's future and further offerings to individuals across the world.

Page 3

BROLLACHAUN HOLDINGS LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2023

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:

∙so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙he 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 and the Group's auditors are aware of that information.

Post balance sheet events

Since the end of the reporting period the two ultimate beneficial owners (‘UBO’) of the group have agreed, ollowing the execution of binding heads of terms, to separate the group’s two businesses into two independent roups. Further information is detailed in note 26.

Auditors

Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.

J Bradley

Director

Date: 16 September 2026

Page 4

BROLLACHAUN HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROLLACHAUN HOLDINGS LIMITED

Qualified opinion

We have audited the financial statements of Brollachaun Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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, except for the possible effects of the matter described in the ‘Basis for qualified opinion’ section of our report, the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the period 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.

Page 5

BROLLACHAUN HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROLLACHAUN HOLDINGS LIMITED (CONTINUED)

Basis for qualified opinion

Whiskey & Wealth Club Limited (IE) (‘the Irish subsidiary’), a subsidiary undertaking included in the consolidation, is itself subject to statutory audit in the Republic of Ireland.
Except for the matters noted below, audit procedures over all areas of the Irish subsidiary’s financial information relevant to the amounts and disclosures included in the Group consolidation had been completed by the Irish component auditor and reviewed by us, the group engagement team.
However, the audit work relating to the Irish subsidiary’s going concern basis remained outstanding at the date of this report. Therefore, at the date of approval of this report, the audit of the Irish subsidiary had not been finalised. Ideally, the Group would have waited until the Irish subsidiary audit was finalised before approving the consolidated accounts. However, given the statutory filing deadlines enforced by Companies House for the UK Group, this was not possible.
The going concern point noted above is of particular significance for the Group. The Irish subsidiary represented 36.8% of the Group’s consolidated revenue, 10.8% of consolidated total assets and 35.7%% of consolidated total liabilities for the year ended 31 December 2023. As a material component, and in the absence of the finalised going concern assessment for the Irish subsidiary, we have been unable to obtain sufficient appropriate audit evidence from the component auditor in relation to the subsidiary’s going concern basis of accounting.
This also impacts disclosures for the parent company. We cannot be certain regarding any adjustments that might be necessary in respect of the carrying value of the investment in, and amounts recoverable from, the Irish subsidiary as disclosed within the parent company financial statements.
Resulting from all the above, we could not determine whether any other adjustments to the financial statements were necessary in respect of this matter.
In addition to the above, the audit work of the Irish subsidiary concluded that the existence of stock totalling £2,062,164 could not be verified due to a lack of stocktake attendance and/or an independent third-party confirmation. Other alternative procedures have not been performed at the date of this audit report. We note the subsidiary audit is not yet concluded. Therefore, we have been unable to obtain sufficient and appropriate audit evidence on the existence and completeness of stock held at the Irish subsidiary as reported in the consolidated financial statements. We therefore cannot be certain regarding any adjustments that might be necessary in respect of the carrying value of stock as disclosed within these financial statements.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial statements’ section of our report. We are independent of the Group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained, other than in respect of the matter described above, is sufficient and appropriate to provide a basis for our opinion.

Page 6

BROLLACHAUN HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROLLACHAUN HOLDINGS LIMITED (CONTINUED)

Material uncertainty related to going concern

We draw attention to note 2.3 in the financial statements, which indicates that the Group’s and parent company’s ability to continue to adopt the going concern basis of accounting is dependent upon the successful completion of a proposed demerger of certain Group entities, including the Irish subsidiary referred to above. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the director's assessment of the Group's ability to continue to adopt the going concern basis of accounting included:

∙obtaining and reviewing the directors’ going concern assessment, including cash flow forecasts covering a period of at least twelve months from the date of approval of the financial statements;

∙evaluating the status, terms and expected timetable of the proposed demerger, including reviewing correspondence with legal and financial advisers and relevant board minutes;

∙considering the sensitivity of the directors’ forecasts to reasonably possible changes in trading performance and to the demerger not completing, or not completing on the terms or timescale assumed;

∙assessing the adequacy of the disclosures made in the financial statements regarding the material uncertainty; and

∙considering the consistency of the going concern disclosures with the other information obtained during the course of our audit, to the extent completed at the date of this report.

We draw attention to the fact that, as described in the ‘Basis for qualified opinion’ section above, our audit procedures over the Irish subsidiary’s own going concern position had not been completed at the date of this report. To the extent that the outcome of that outstanding work affects the assumptions underlying the Group’s and parent company’s going concern assessment described above, our conclusions in this section may need to be revisited.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Key audit matters
Except for the matter described in the Material uncertainty related to going concern and Basis for qualified opinion sections, we have determined that there are no other key audit matters to be communicated in our report.

Page 7

BROLLACHAUN HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROLLACHAUN HOLDINGS 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 director is 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.
In connection with our audit of the financial statements, 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, save as set out below in respect of the strategic report and directors’ report.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the ‘Basis for qualified opinion’ section of our report, in our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Group strategic report and the Director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Director's report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Director's report. Arising solely from the limitation on the scope of our work relating to the Irish subsidiary, referred to above:

∙we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

∙we were unable to determine whether adequate accounting records have been kept.

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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of director's remuneration specified by law are not made.

Page 8

BROLLACHAUN HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROLLACHAUN HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Director's responsibilities statement set out on page 3, the director is 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 director determines 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 director is responsible for assessing the Group's and the parent 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 director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 9

BROLLACHAUN HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROLLACHAUN HOLDINGS LIMITED (CONTINUED)

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 Group 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:

∙enquiring of management and those charged with governance around actual and potential litigation and claims;

∙enquiring of management and those charged with governance to identify any instances of non-compliance with laws and regulations;

∙reviewing board meeting minutes for all meetings taking place throughout the year and up until the date of signature of these financial statements;

∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

∙reviewing the general ledger in detail for all transactions with related parties; performing walk through testing to ensure systems and controls are operating as recorded where appropriate;

∙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.

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.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.

∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director.

∙Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude

Page 10

BROLLACHAUN HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROLLACHAUN HOLDINGS LIMITED (CONTINUED)

that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

Michael Wedge FCA (Senior statutory auditor)

for and on behalf of

BKL Audit LLP

Chartered Accountants

Statutory Auditor

35 Ballards Lane

London

N3 1XW

16 September 2026

Page 11

BROLLACHAUN HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2023


	13 months ended 31 December	10 months ended 30 November
	2023	2022
Note	£	£


Turnover	4	27,749,280	-
Cost of sales		(12,426,405)	-
Gross profit		15,322,875	-
Distribution costs		(3,057,148)	-
Administrative expenses		(4,840,979)	-
Exceptional administrative expenses	12	(2,751,130)	-
Other operating income	5	5,092	-
Operating profit	6	4,678,710	-
Interest payable and similar expenses	9	(343,538)	-
Other finance income		76,469	-
Profit before taxation		4,411,641	-
Tax on profit	10	(407,384)	-
Profit for the financial period		4,004,257	-


Movement in foreign translation reserve	66,709	-
Other comprehensive income for the period	66,709	-
Total comprehensive income for the period	4,070,966	-

Profit for the period attributable to:
Non-controlling interests	1,451,543	-
Owners of the parent Company	2,552,714	-
	4,004,257	-

Total comprehensive income for the period attributable to:
Non-controlling interest	1,451,543	-
Owners of the parent Company	2,619,423	-
	4,070,966	-

Page 12

BROLLACHAUN HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2023

The notes on pages 21 to 44 form part of these financial statements.

Page 13

BROLLACHAUN HOLDINGS LIMITED

REGISTERED NUMBER: 13925615

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

	31 December	30 November
	2023	2022
Note	£	£

Fixed assets
Intangible assets	13		5,247,449		-
Tangible assets	14		334,277		-
Investments	15		1,175,303		59
			6,757,029		59
Current assets
Stocks	16	9,703,602		-
Debtors: amounts falling due within one year	17	5,117,373		100
Cash at bank and in hand	18	1,441,707		-
		16,262,682		100
Creditors: amounts falling due within one year	19	(24,520,605)		(59)
Net current (liabilities)/assets			(8,257,923)		41
Total assets less current liabilities			(1,500,894)		100
Provisions for liabilities
Deferred taxation	20	(37,767)		-
			(37,767)		-
Net assets excluding pension asset			(1,538,661)		100
Net (liabilities)/assets			(1,538,661)		100

Page 14

BROLLACHAUN HOLDINGS LIMITED

REGISTERED NUMBER: 13925615

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2023

	31 December	30 November
	2023	2022
Note	£	£

Capital and reserves
Called up share capital	21	200	100
Foreign exchange reserve	22	66,709	-
Profit and loss account	22	(3,057,113)	-
Equity attributable to owners of the parent Company		(2,990,204)	100
Non-controlling interests		1,451,543	-
		(1,538,661)	100

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 September 2026.

J Bradley

Director

The notes on pages 21 to 44 form part of these financial statements.

Page 15

BROLLACHAUN HOLDINGS LIMITED

REGISTERED NUMBER: 13925615

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

	31 December	30 November
	2023	2022
Note	£	£

Fixed assets
Investments	15		3,465,090		59
			3,465,090		59
Current assets
Debtors: amounts falling due within one year	17	1,986,726		100
Cash at bank and in hand	18	422,110		-
		2,408,836		100
Creditors: amounts falling due within one year	19	(327,874)		(59)
Net current assets			2,080,962		41
Total assets less current liabilities			5,546,052		100


Net assets excluding pension asset			5,546,052		100
Net assets			5,546,052		100

Capital and reserves
Called up share capital	21		200		100
Merger reserve	22		3,464,990		-
Profit for the period		4,685,835		-
Other changes in the profit and loss account		(2,604,973)		-
Profit and loss account carried forward			2,080,862		-
			5,546,052		100

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 September 2026.

J Bradley

Director

The notes on pages 21 to 44 form part of these financial statements.

Page 16


		BROLLACHAUN HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2023

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
Contributions by and distributions to owners
Shares issued during the period	100	-	-	100	-	100

At 1 December 2022	100	-	-	100	-	100
Comprehensive income for the period
Profit for the period	-	-	2,552,714	2,552,714	1,451,543	4,004,257
Foreign translation movement	-	66,709	-	66,709	-	66,709
Total comprehensive income for the period	-	66,709	2,552,714	2,619,423	1,451,543	4,070,966
Dividends: Equity capital	-	-	(5,609,827)	(5,609,827)	-	(5,609,827)
Shares issued during the period	100	-	-	100	-	100
At 31 December 2023	200	66,709	(3,057,113)	(2,990,204)	1,451,543	(1,538,661)

The notes on pages 21 to 44 form part of these financial statements.

Page 17


		BROLLACHAUN HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2023

	Called up share capital	Merger reserve	Profit and loss account	Total equity
	£	£	£	£
Contributions by and distributions to owners
Shares issued during the period	100	-	-	100

At 1 December 2022	100	-	-	100
Comprehensive income for the period
Profit for the period	-	-	4,685,835	4,685,835
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(2,604,973)	(2,604,973)
Shares issued during the period	100	-	-	100
Aquisition of subsidiaries	-	3,464,990	-	3,464,990
Total transactions with owners	100	3,464,990	(2,604,973)	860,117
At 31 December 2023	200	3,464,990	2,080,862	5,546,052

The notes on pages 21 to 44 form part of these financial statements.

Page 18

BROLLACHAUN HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 DECEMBER 2023

			13 months ended 31 December	10 months ended 30 November
			2023	2022
			£	£

Cash flows from operating activities
Profit for the financial period	4,004,257	-
Adjustments for:
Amortisation of intangible assets	649,829	-
Depreciation of tangible assets	115,818	-
Loss on disposal of tangible assets	6,793	-
Interest paid	343,538	-
Taxation charge	407,384	-
(Increase)/decrease in stocks	(1,516,598)	-
(Increase)/decrease in debtors	(2,862,842)	-
Increase in creditors	12,236,123	-
Net cash generated from operating activities	13,384,302	-

Cash flows from investing activities
Purchase of intangible fixed assets	(5,897,278)	-
Purchase of tangible fixed assets	(105,101)	-
Sale of tangible fixed assets	12,956	-
Net cash from investing activities	(5,989,423)	-
Cash flows from financing activities
Issue of ordinary shares	100	-
Dividends paid	(5,609,827)	-
Interest paid	(343,538)	-
Net cash used in financing activities	(5,953,265)	-
Net increase in cash and cash equivalents	1,441,614	-

Page 19

BROLLACHAUN HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2023

		13 months ended 31 December	10 months ended 30 November
		2023	2022
		£	£


Cash and cash equivalents at the end of period	1,441,614	-

Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand	1,441,707	-
Bank overdrafts	(93)	-
	1,441,614	-

The notes on pages 21 to 44 form part of these financial statements.

Page 20

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

1.	General information

Brollachaun Holdings Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act.
The address of the registered office and principal place of business is 51a George Street, Richmond, England, TW9 1HJ.
The principal activity is wholesale purchase and sale of new make spirits in casks.

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.

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 judgment 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:

2.2

Basis of consolidation

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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 21

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.3

Going concern

These financial statements have been prepared on the going concern basis of accounting, which assumes that the group and the parent company will continue in operational existence for at least the next 12 months.
The group carries on two distinct businesses: the craft distilling and premium Irish whiskey business and the Whiskey Wealth Club cask business. Each of the two ultimate beneficial owners of the group directs one of those businesses, and for a considerable period there has been a dispute between them which has restricted co-operation between the two businesses.
The craft distilling business has historically been funded by the Whiskey Wealth Club business. It was agreed between the ultimate beneficial owners that, with effect from the beginning of 2025, no further financial support would be provided by the Whiskey Wealth Club business to the craft distilling business.
There are currently ongoing negotiations to complete a demerger transaction under which the two businesses will be separated into two independent groups, the director retaining the craft distilling business and the other ultimate beneficial owner retaining the Whiskey Wealth Club business. The separation agreement provides, amongst other matters, all intercompany balances between the two businesses will be mutually released and forgiven.
The director has prepared cash flow forecasts for the group and the parent company covering the next five years and is confident that the craft distilling and premium Irish whiskey business will be profitable moving forward. Those forecasts assume that the demerger completes in accordance with the agreed terms and that the intercompany balances between the two businesses are released on completion.
At the date of approval of these financial statements the long-form legal documentation giving effect to the demerger has not been executed and completion remains conditional, including upon the filing of these financial statements and certain related statutory filings. Completion of the demerger is therefore not wholly within the control of the director. If the demerger were not to complete, and if the intercompany balances between the two businesses were demanded or the support described above were not provided, the group and the parent company would be unable to meet their liabilities as they fall due.
These conditions indicate the existence of a material uncertainty which may cast significant doubt on the ability of the group and the parent company to continue as a going concern and, therefore, that the group and the parent company may be unable to realise their assets and discharge their liabilities in the normal course of business. The director nevertheless considers it appropriate to prepare these financial statements on the going concern basis, having regard to the binding heads of terms and the advanced state of the long-form legal documentation. These financial statements do not include any adjustments that would result if the going concern basis of preparation were no longer appropriate.

Page 22

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.4

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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.

2.5

Revenue

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.

Revenue is derived from the sale of whiskey and spirits casks, related storage and insurance costs and is recognised upon transfer of title.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.7

Finance costs

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.

Page 23

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. 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.

2.10

Current and deferred taxation

The tax expense for the period 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.

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 24

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.12

Intangible assets

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 Consolidated statement of comprehensive income over its useful economic life.

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.

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:

				Goodwill	-	10	years
				Computer Software	-	3	years

2.13

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.

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:

Plant and machinery	-	33%	straight-line
Fixtures and fittings	-	33%	straight-line
Office equipment	-	33%	straight-line
Computer equipment	-	33%	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.

Page 25

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.14

Impairment of fixed assets and goodwill

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.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Associates and joint ventures

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.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings 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 statement of comprehensive income 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 statement of financial position, the interests in associated undertakings 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.

2.17

Stocks

Stocks consist of casks of whiskey for sale and are stated at the lower of cost and net realisable value, being the estimated selling price less costs to sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each year end date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to sell. The impairment loss is recognised immediately in profit or loss.

Page 26

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.18

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 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.

2.19

Financial instruments

The Group only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like other debtors and creditors, loans from banks and other third parties and loans to and from related parties.
(i) Financial assets
Basic financial assets, including fixed asset investment, trade and other debtors, are initially recognised at transaction price, unless the arrangement consitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method.
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 the Consolidated Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Page 27

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.19

Financial instruments (continued)

(iii) Offsetting
Financial assets and liabilities are offset and 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.

2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 28

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Recoverability of amounts owed by group undertakings

Significant judgement is required in assessing the recoverability of amounts owed by group and connected undertakings. The directors consider the financial position, forecast performance and cash flows of the relevant entities, together with the terms of the balances and any available financial support. An impairment is recognised where the carrying amount is not considered recoverable.
Revenue recognition

Revenue from whiskey and spirits cask sales is recognised when title and the significant risks and rewards of ownership transfer to the customer. Judgement is applied where the casks remain in bonded storage following sale or where arrangements include related storage and insurance services.

Inventory valuation

Inventory is carried at the lower of cost and net realisable value. Estimation is required in determining expected selling prices, future selling costs and provisions for obsolete, slow-moving or impaired stock. Changes in market demand, expected sale values or the condition of inventory could result in a material adjustment to its carrying amount.

Impairment of financial assets

The assessment of impairment of loans and other receivables involves estimating the amount and timing of future cash flows. Actual performance below forecast could result in an impairment loss.

Useful economic lives

The directors estimate the useful economic lives and residual values of tangible and intangible assets. These estimates are reviewed where circumstances indicate that they may have changed, with any revision accounted for prospectively.

Cryptocurrency impairment

An impairment was recognised in respect of a cryptocurrency wallet to which access had been lost. The recoverable amount was assessed as nil at the reporting date. Recovery remains dependent upon access to the wallet being restored.

Page 29

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

Sale of casks of whiskey and related storage costs	27,749,280	-
	27,749,280	-

Analysis of turnover by country of destination:

					13 months ended 31 December	10 months ended 30 November
					2023	2022
					£	£

United Kingdom	16,729,172	-
Rest of Europe	11,020,108	-
	27,749,280	-

Other operating income	5,092	-
	5,092	-

Page 30

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

Depreciation	115,818	-
Amortisation	53,640	-
Loss on disposal of tangible assets	6,793	-
Defined contribution pension cost	185,525	-
Impairment charge	2,751,130	-
Reversal of impairment	(524,342)	-
Exchange differences	287,246	-
Other operating lease rentals	553,203	-

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

70,000

Page 31

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

8.	Employees
	Staff costs were as follows:

		Group 31 December	Group 30 November
		2023	2022
		£	£


Wages and salaries	1,968,833	-
Social security costs	280,880	-
Cost of defined contribution scheme	106,646	-
	2,356,359	-

The average monthly number of employees, including the director, during the period was as follows:

	13 months ended 31 December	10 months ended 30 November
	2023	2022
	No.	No.

Employees	52	-
Directors	3	-

	55	0

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)

Other loan interest payable	28,313	-
Other interest payable	315,225	-
	343,538	-

Page 32

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

Corporation tax
Current tax on profits for the year	380,617	-
	380,617	-

Total current tax	380,617	-

Deferred tax
Origination and reversal of timing differences	26,767	-
Total deferred tax	26,767	-


	Tax on profit	407,384	-

Page 33

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

10.Taxation (continued)

Profit on ordinary activities before tax

4,411,641

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.17% (2022 - 23.5%)	1,022,177	-
Effects of:
Non-tax deductible amortisation of goodwill and impairment	(2,536,627)	-
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	811,816	-
Remeasurement of deferred tax for changes in tax rates	(1,672)	-
Unrelieved tax losses carried forward	144,943	-
Unrelieved loss on foreign subsidiaries	966,747	-
Total tax charge for the period	407,384	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

	Ordinary Interim Dividend	5,609,827	-
		5,609,827	-

Page 34

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

	Cryptocurrency impairment	2,751,130	-
		2,751,130	-

During the year the accessibility to the company crypto wallet was lost and has yet to be restored. As such the value of the crypto wallet has been fully impaired at the year end date.

	Computer software	Goodwill	Negative goodwill	Total
	£	£	£	£
Cost
Additions	185,760	-	-	185,760
On acquisition of subsidiaries	-	5,711,518	(11,147,722)	(5,436,204)
At 31 December 2023	185,760	5,711,518	(11,147,722)	(5,250,444)
Amortisation
Charge for the period	53,640	596,189	-	649,829
Impairment charge	-	-	(11,147,722)	(11,147,722)
At 31 December 2023	53,640	596,189	(11,147,722)	(10,497,893)
Net book value
At 31 December 2023	132,120	5,115,329	-	5,247,449
At 30 November 2022	-	-	-	-

Page 35

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

14.	Tangible fixed assets
	Group

	Plant and machinery	Fixtures and fittings	Office equipment	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
Additions	-	105,101	-	-	105,101
Acquisition of subsidiary	50,039	204,807	22,283	87,614	364,743
Disposals	-	(39,470)	-	-	(39,470)
At 31 December 2023	50,039	270,438	22,283	87,614	430,374
Depreciation
Charge for the period	5,421	71,952	4,438	34,007	115,818
Disposals	-	(19,721)	-	-	(19,721)
At 31 December 2023	5,421	52,231	4,438	34,007	96,097
Net book value
At 31 December 2023	44,618	218,207	17,845	53,607	334,277
At 30 November 2022	-	-	-	-	-

Page 36

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

15.	Fixed asset investments
	Group

	Unlisted investments	Investment in joint ventures	Total
	£	£	£
Cost or valuation
At 1 December 2022	59	-	59
Disposals	(59)	-	(59)
On acquisition of subsidiaries	515,709	659,594	1,175,303
At 31 December 2023	515,709	659,594	1,175,303

	Company

	Investments in subsidiary companies	Unlisted investments	Total
	£	£	£
Cost or valuation
At 1 December 2022	-	59	59
Additions	3,465,090	-	3,465,090
Disposals	-	(59)	(59)
At 31 December 2023	3,465,090	-	3,465,090

Page 37

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Craft Distilling Group Limited UK	51a George Street, Richmond, United Kingdom, TW9 1HJ	Ordinary	100%
Whiskey & Wealth Club Holdings Limited (UK)	51a George Street, Richmond, London, United Kingdom, TW9 1HJ	Ordinary	100%
Whiskey and Wealth Club Limited (UK)	51a George Street, Richmond, England, TW9 1HJ	Ordinary	100%
Whiskey and Wealth Club Limited (IE)	20 Harcourt Street, Dublin 2, Dublin, D02h364, Ireland	Ordinary	100%
Whiskey and Wealth Club PTY Limited (AU)	Suite 4.01, Level 4 Plaza Building, Australia Square, 95 Pitt Street, Sydney, NSW, 2000, Australia	Ordinary	100%
Craft Distilling Group Limited (IE)	20 Harcourt Street, Dublin 2, Dublin, D02h364, Ireland	Ordinary	100%
Craft Irish Distilling Compamy Limited (IE)	20 Harcourt Street, Dublin 2, Dublin, D02h364, Ireland	Ordinary	100%

Page 38

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Craft Distilling Group Limited UK	5,975,541	(7,043,034)
Whiskey & Wealth Club Holdings Limited (UK)	7,221,859	(8,289,252)
Whiskey and Wealth Club Limited (UK)	210,409	1,193,356
Whiskey and Wealth Club Limited (IE)	5,493,397	1,601,012
Whiskey and Wealth Club PTY Limited (AU)	(1,590,360)	(1,147,718)
Craft Irish Distilling Group Limited (IE)	88	-
Craft Irish Distilling Company Limited (IE)	(11,535,084)	6,333,810

Whiskey and Wealth Club PTY Limited (AU) has a non-coterminus financial year end of 30 June.
On 16 December 2022, the Group undertook a reorganisation by means of share-for-share exchanges and cash consideration. The investments in subsidiaries disclosed above arose as part of this reorganisation and were accounted for using both the acquisition method and merger accounting.
The following acquisitons were accounted for using the acquisition method:
- Whiskey and Wealth Club Limited (IE)
- Craft Irish Distilling Company Limited (IE)
- Craft Irish Distilling Group Limited (IE)
- Whiskey and Wealth Club PTY Limited (AU)
All other business combinations have been accounted for in accordance with the principles of merger accounting since the ultimate beneficiary ownership remains unchanged.

16.	Stocks
		Group 31 December	Group 30 November
		2023	2022
		£	£

Casks of spirits	9,703,602	-
	9,703,602	-

17.

Debtors

Group

31 December

Group

30 November

Company

31 December

Company

30 November

Page 39

BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

17.Debtors (continued)

		2023	2022	2023	2022
		£	£	£	£


Trade debtors	144,739	-	-	-
Amounts owed by group undertakings	-	-	15,924	-
Other debtors	3,551,589	-	1,970,702	-
Called up share capital not paid	100	100	100	100
Prepayments and accrued income	864,363	-	-	-
Tax recoverable	556,582	-	-	-
	5,117,373	100	1,986,726	100

Amounts owed by group undertakings include unsecured loans which are interest free and repayable upon demand.

18.	Cash and cash equivalents
		Group 31 December	Group 30 November	Company 31 December	Company 30 November
		2023	2022	2023	2022
		£	£	£	£

Cash at bank and in hand	1,441,707	-	422,110	-
Less: bank overdrafts	(93)	-	-	-
	1,441,614	-	422,110	-

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BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

19.	Creditors: Amounts falling due within one year
		Group 31 December	Group 30 November	Company 31 December	Company 30 November
		2023	2022	2023	2022
		£	£	£	£

Bank overdrafts	93	-	-	-
Bank loans	141,789	-	-	-
Other loans	103,630	-	-	-
Trade creditors	3,783,277	-	-	-
Amounts owed to group undertakings	-	-	327,874	-
Corporation tax	1,231,430	-	-	-
Other taxation and social security	266,257	-	-	-
Other creditors	429,021	59	-	59
Accruals and deferred income	18,565,108	-	-	-
	24,520,605	59	327,874	59

Amounts owed to group undertakings include unsecured loans which are interest free and repayable upon demand.

20.	Deferred taxation
	Group

		2023
		£

	Charged to profit or loss	(26,767)
	Arising on business combinations	(11,000)
	At end of year	(37,767)

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BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

20.Deferred taxation (continued)

Company



	At end of year	-

	The deferred taxation balance is made up as follows:
		Group 31 December
		2023
		£

	Accelerated capital allowances	(37,887)
	Short term timing differences	120
		(37,767)

Allotted, called up and partly paid

200 (2022 - 100) ordinary shares of £1.00 each	200	100

On 16 December 2022, 100 ordinary shares of £1.00 each were issued to the ultimate shareholder as part of the Group reorganisation.

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BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

22.

Reserves

Foreign exchange reserve

The foreign exchange reserve represents cumulative exchange differences arising on the translation of the results and net assets of foreign subsidiaries into the group's presentation currency. These translation gains and losses are recognised in equity and are not recognised in profit or loss unless the related foreign operation is disposed of.

Merger Reserve

Other reserves consists of a merger relief reserve created upon the acquisition of the company's subsidairies.

Profit and loss account

The profit and loss reserve represents cumulative profits and losses, net of dividends paid and other adjustments.

23.	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 £183,525 (2022: £Nil). Contributions totalling £109,317 (2022: £Nil) were payable to the fund at the year end date and are included in creditors.

24.	Commitments under operating leases
	At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group 31 December	Group 30 November
		2023	2022
		£	£

Not later than 1 year	486,079	-
Later than 1 year and not later than 5 years	1,063,659	-
	1,549,738	-

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BROLLACHAUN HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

25.

Related party transactions

During the year, advances were made to a connected individual and shareholder of the Group. At the balance sheet date £2,303,834 of loans remained outstanding and due back to the Group (2022: £Nil).
The loans were interest free and there are no set repayment terms.
The Group has taken advantage of the exemption available under Section 33.1A of FRS 102 from disclosing transactions between wholly owned members of the Group.

26.	Post balance sheet events

Demerger of the group
Since the end of the reporting period the two ultimate beneficial owners (‘UBO’) of the group have agreed, following the execution of binding heads of terms, to separate the group’s two businesses into two independent groups. Under the agreed terms one UBO will retain the craft distilling and premium Irish whiskey business, and the other UBO will retain the Whiskey Wealth Club business.
The agreement provides, amongst other matters, for the mutual release and forgiveness of all intercompany balances between the two resulting groups. Both businesses are expected to continue to trade following separation.
At the date of approval of these financial statements the long-form legal documentation giving effect to the demerger has not been executed and completion remains conditional, including upon the filing of these financial statements and certain related statutory filings. The directors expect the long-form documentation to be executed shortly thereafter.
The demerger is a non-adjusting event after the end of the reporting period and no adjustment has been made to these financial statements in respect of it. It is not practicable to provide a reliable estimate of the overall financial effect of the demerger on the group, because completion remains conditional and the final terms of the long-form documentation have not been settled at the date of approval of these financial statements.
The ability of the group and the parent company to continue as a going concern is dependent on completion of the demerger. Reference should be made to the going concern accounting policy in note 2.3.

27.	Controlling party

The Group is controlled by Mr Jay Bradley, who owns 100% of the issued share capital of the parent company and is therefore considered to be the Group's ultimate controlling party.

Page 44