ACCOUNTS - Final Accounts

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

Registered number: 08539629

WINE HOLDINGS (INTERNATIONAL) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

WINE HOLDINGS (INTERNATIONAL) LIMITED

COMPANY INFORMATION

Directors	S C Farr
	J P Howard
	H Wilson


Registered number	08539629


Registered office	Charles Lake House
	Claire Causeway
	Crossways Business Park
	Dartford
	Kent
	DA2 6QA


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditor
	Charles Lake House
	Claire Causeway
	Crossways Business Park
	Dartford
	Kent
	DA2 6QA

WINE HOLDINGS (INTERNATIONAL) LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 9
Consolidated statement of comprehensive income	10
Consolidated balance sheet	11
Company balance sheet	12
Consolidated statement of changes in equity	13
Company statement of changes in equity	14
Consolidated statement of cash flows	15
Notes to the financial statements	16 - 33

WINE HOLDINGS (INTERNATIONAL) LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their strategic report for the year ended 31 December 2025.

Business review

Wine Holdings (International) Limited is an investment holding company with equity stakes in wine and spirits enterprises in the United Kingdom and overseas.

The group takes a long-term approach to building positions in disruptive companies which will have the capacity to transform the market in which they operate.

The group saw a clear slowing of the softer demand experienced by the market; the directors continued to focus on improving margin and managing costs, to maintain adequate liquidity, while continuing to invest in its digital platform. The directors believe the market conditions will continue to improve and that the group is well positioned to achieve its financial targets.

The directors are satisfied with the progress being made by the group in FY2025 against their key performance indicators. The consolidated results include the cumulative early-stage operating losses in the Singapore branch of Cru Asia Ltd; the directors remain confident in the future size and value of that market and that the branch will deliver against all financial targets.

During the year the group continued to invest in its digital platform and made good progress against its objectives in this area.

Future developments

The group remains focussed on ‘winetech’, and the creation of platforms to facilitate market access, ownership management, custody and trading systems for the world’s finest wines and spirits.

Page 1

WINE HOLDINGS (INTERNATIONAL) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The directors are aware of the risks to the business relating to general economic conditions and to the fine wine market in particular. These risks are managed through regular reviews of their impact on the group.

Financial risk management

The group has various financial instruments such as trade debtors and trade creditors that arise directly from operations. The directors do not consider that the fair value of these instruments differs from the book value. The main risks arising from the group's financial instruments are discussed below.

Currency and price risk

The group buys and sells wine in a number of foreign currencies and are therefore, subject to fluctuations in foreign exchange rates. The group monitors these exposures and manages them by maintaining a balance of assets and liabilities in matched currencies to the greatest extent possible.

Credit risk

There is the risk that one party to a financial instrument will fail to discharge their obligation and cause the other party financial loss. The group attempts to ensure that it trades, to the greatest extent possible, with recognised and creditworthy parties. All customers who wish to trade on credit terms are subjected to credit checking procedures. Receivables balances are monitored on an ongoing basis with the result that the groups exposure to bad debts has been minimal to date.

Liquidity risk

There is the risk that an entity will encounter difficulty in raising funds to meet commitment associated with financial instruments. The group manages this risk through forecasting the future cash flow requirements and maintaining cash balances commensurate with the level of business activity.

Financial key performance indicators

The group's key performance indicators are revenue, gross profit, gross margin and total comprehensive income before tax and exceptional items. The gross margin is as follows:

2025: 9.6%

2024: 11.9%

Other key performance indicators

The group targets a number of other non-financial performance indicators. Although of a commercially sensitive nature, the Board is generally satisfied with performance against its KPIs in working capital usage and customer acquisition/average revenue per customer.

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

J P Howard

Director

Date: 14 August 2026

Page 2

WINE HOLDINGS (INTERNATIONAL) 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.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the group and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are 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;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group 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 the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £171,566 (2024 - loss £67,244).

There were no dividends paid during the year (2024 - £nil).

Directors

The directors who served during the year were:

S C Farr

J P Howard

H Wilson

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 and the group'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 and the group's auditors are aware of that information.

Page 3

WINE HOLDINGS (INTERNATIONAL) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditors, Barnes Roffe Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

J P Howard

Director

Date: 14 August 2026

Page 4

WINE HOLDINGS (INTERNATIONAL) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINE HOLDINGS (INTERNATIONAL) LIMITED

Opinion

We have audited the financial statements of Wine Holdings (International) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, 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 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 2025 and of the group's profit 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 group 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 group's or the parent 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 5

WINE HOLDINGS (INTERNATIONAL) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINE HOLDINGS (INTERNATIONAL) 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 Group 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 Group 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 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 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 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 directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 6

WINE HOLDINGS (INTERNATIONAL) LIMITED

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 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 directors either intend to liquidate the group or the parent 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 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:

∙The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience of the software and technology sector in which the company operates;

∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows;

• Companies Act 2006

• FRS102

• Alcohol Wholesaler Registration Scheme

• Employment legislation

• Tax legislation

• Liquor licence in Hong Kong and Singapore

∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting relevant legal and other correspondence; and

∙Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit.

Page 7

WINE HOLDINGS (INTERNATIONAL) LIMITED

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

We assessed the susceptibility of the company’s financial statements to material misstatement, including

obtaining an understanding of how fraud might occur by:

∙Making enquires of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;

∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

∙Reviewing the financial statements and testing the disclosures against supporting documentation;

∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

∙Inspecting and testing journal entries to identify unusual or unexpected transactions;

∙Assessing whether judgement and assumptions made in determining significant accounting estimates, including certain year end accruals, were indicative of management bias; and

∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.

The areas that we identified as being susceptible to misstatement through fraud were:

∙Management bias in the estimates and judgements made;

∙Management override of controls; and

∙Posting of unusual journals or transactions.

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 8

WINE HOLDINGS (INTERNATIONAL) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINE HOLDINGS (INTERNATIONAL) 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.

Nick Bartlett (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA

17 September 2026

Page 9

WINE HOLDINGS (INTERNATIONAL) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	22,975,594	24,785,676
Cost of sales		(20,769,787)	(21,829,098)
Gross profit		2,205,807	2,956,578
Administrative expenses		(2,064,895)	(3,088,461)
Operating profit/(loss)	5	140,912	(131,883)
Interest receivable and similar income	9	1,487	2,140
Profit/(loss) before taxation		142,399	(129,743)
Tax on profit/(loss)	10	29,167	62,499
Profit/(loss) for the financial year		171,566	(67,244)


Foreign exchange differences on exchange of foreign subsidiaries	(6,462)	(9,715)
Total comprehensive income for the year	165,104	(76,959)

Profit/(loss) for the year attributable to:
Owners of the parent company	171,566	(67,244)
	171,566	(67,244)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 16 to 33 form part of these financial statements.

Page 10

WINE HOLDINGS (INTERNATIONAL) LIMITED

REGISTERED NUMBER: 08539629

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		6,275,383		5,679,409
Tangible assets	12		-		256
			6,275,383		5,679,665
Current assets
Stocks	14	310,953		288,868
Debtors: amounts falling due within one year	15	1,406,631		1,165,727
Cash at bank and in hand	16	170,573		196,838
		1,888,157		1,651,433
Creditors: amounts falling due within one year	17	(6,358,800)		(5,691,462)
Net current liabilities			(4,470,643)		(4,040,029)
Total assets less current liabilities			1,804,740		1,639,636
Provisions for liabilities
Net assets			1,804,740		1,639,636

Capital and reserves
Called up share capital	19	4,438,074	4,438,074
Foreign exchange reserve		(226,579)	(220,117)
Profit and loss account		(2,406,755)	(2,578,321)
		1,804,740	1,639,636

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J P Howard

Director

Date: 14 August 2026

The notes on pages 16 to 33 form part of these financial statements.

Page 11

WINE HOLDINGS (INTERNATIONAL) LIMITED

REGISTERED NUMBER: 08539629

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		6,275,383		5,679,409
Investments	13		1,464,205		1,464,205
			7,739,588		7,143,614
Current assets
Debtors: amounts falling due after more than one year	15	-		164,113
Debtors: amounts falling due within one year	15	679,748		657,696
Cash at bank and in hand	16	17,876		19,833
		697,624		841,642
Creditors: amounts falling due within one year	17	(3,818,962)		(3,846,756)
Net current liabilities			(3,121,338)		(3,005,114)
Total assets less current liabilities			4,618,250		4,138,500


Net assets			4,618,250		4,138,500

Capital and reserves
Called up share capital	19	4,438,074	4,438,074
Profit and loss account carried forward		180,176	(299,574)
		4,618,250	4,138,500

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J P Howard

Director

Date: 14 August 2026

The notes on pages 16 to 33 form part of these financial statements.

Page 12

WINE HOLDINGS (INTERNATIONAL) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Foreign exchange reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	4,438,074	(210,402)	(2,511,077)	1,716,595

Loss for the year	-	-	(67,244)	(67,244)
Foreign exchange difference on translation of foreign subsidiaries	-	(9,715)	-	(9,715)

At 1 January 2025	4,438,074	(220,117)	(2,578,321)	1,639,636

Profit for the year	-	-	171,566	171,566
Foreign exchange difference on translation of foreign subsidiaries	-	(6,462)	-	(6,462)
At 31 December 2025	4,438,074	(226,579)	(2,406,755)	1,804,740

The notes on pages 16 to 33 form part of these financial statements.

Page 13

WINE HOLDINGS (INTERNATIONAL) LIMITED

COMPANY 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	4,438,074	(681,402)	3,756,672

Profit for the year	-	381,828	381,828

At 1 January 2025	4,438,074	(299,574)	4,138,500

Profit for the year	-	479,750	479,750
At 31 December 2025	4,438,074	180,176	4,618,250

The notes on pages 16 to 33 form part of these financial statements.

Page 14

WINE HOLDINGS (INTERNATIONAL) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	171,566	(67,244)
Adjustments for:
Amortisation of intangible assets	428,832	369,533
Depreciation of tangible assets	256	-
Interest received	(1,487)	(2,140)
Taxation charge	(29,167)	(62,499)
(Increase)/decrease in stocks	(22,085)	157,229
(Increase)/decrease in debtors	(306,252)	58,050
Increase/(decrease) in creditors	583,680	(153,551)
Corporation tax received	76,476	161,610
Foreign exchange	(6,462)	(9,715)
Net cash generated from operating activities	895,357	451,273

Cash flows from investing activities
Purchase of intangible fixed assets	(1,024,806)	(1,198,027)
Interest received	1,487	2,140
Net cash from investing activities	(1,023,319)	(1,195,887)

Net (decrease) in cash and cash equivalents	(127,962)	(744,614)
Cash and cash equivalents at beginning of year	(552,959)	191,655
Cash and cash equivalents at the end of year	(680,921)	(552,959)

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	170,573	196,838
Bank overdrafts	(851,494)	(749,797)
	(680,921)	(552,959)

The notes on pages 16 to 33 form part of these financial statements.

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WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Wine Holdings (International) Limited is a private company limited by shares and incorporated in England and Wales. The address of the registered office is Charles Lake House, Claire Causeway, Crossways Business Park, Dartford, Kent, DA2 6QA. The principal activity of the company during the year has been that of a holding company and the principal activity of the group has been that of a luxury wine and spirit retailer.

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 Balance sheet, 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.

In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

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WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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.

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.

2.4

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. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the group has transferred the significant risks and rewards of ownership to the buyer;

∙the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year 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 Balance sheet. The assets of the plan are held separately from the group in independently administered funds.

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WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

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 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 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;

∙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 balance sheet date.

2.11

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 are as follows:

IT Development

years

Page 19

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

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 llives, on the following bases:

Short-term leasehold property	-	over the term of the lease
Plant and machinery	-	20% to 33% straight line
Motor vehicles	-	20% straight line
Fixtures and fittings	-	25% reducing balance
Office equipment	-	25% reducing balance

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.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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 (CGU's). 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

Stocks

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

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

Page 20

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

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.

2.17

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.

2.18

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.

2.19

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.

Page 21

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

a) Critical judgments in applying the group's accounting policies

No significant judgments have had to be made by management in preparing these financial statements.

b) Key accounting estimates and assumption

In preparing these financial statements, the directors have applied the following key accounting estimates and assumptions:

1. A provision has been made for invoices not yet received as at the year end totalling £730,475 (2024: £533,519). This estimate is based on goods ordered and received but not invoiced, usually from European suppliers.

2. A provision has been made for the return of goods sold of £207,112 (2024: £492,551). This estimate is based upon management's view of the likely percentage of committed sales which are eventually not completed.

3. The directors make key assumptions regarding the useful economic life of intangible fixed assets and this is further described in note 2.12 of the accounting policies.

4. The directors make key assumptions regarding the useful economic life of tangible fixed assets and this is further described in note 2.13 of the accounting policies.

	Sale of wine and spirits	22,975,594	24,785,676

A geographical analysis of turnover has not been provided as permitted by Companies Act 2006.

Exchange differences	11,709	99,403
Other operating lease rentals	98,740	117,309
Amortisation	428,832	369,533

Page 22

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6.	Auditors' remuneration
		2025	2024
		£	£

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements	31,130	30,065
Fees payable to the company's auditors in respect of:
All other services	24,358	20,138

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	949,571	1,498,487	(55,503)	129,785
Social security costs	52,886	69,188	-	-
Cost of defined contribution scheme	49,420	52,809	7,371	6,511
	1,051,877	1,620,484	(48,132)	136,296

During the period the group capitalised staff costs totalling £768,015 (2024: £768,015).

The average monthly number of employees, including the directors, during the year was as follows:

Group	Group	Company	Company
2025	2024	2025	2024
No.	No.	No.	No.

15	19	3	5

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	(134,000)	-
	(134,000)	-

Page 23

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Interest receivable
		2025	2024
		£	£

Other interest receivable

1,487

2,140

Corporation tax
Adjustments in respect of previous periods	(82,959)	(94,304)

Total current tax	(82,959)	(94,304)

	Deferred tax
	Changes to tax rates	53,792	31,805


	Tax on profit/(loss)	(29,167)	(62,499)

Page 24

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.Taxation (continued)

Profit/(loss) on ordinary activities before tax

142,399

(129,743)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	35,600	(32,436)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	-	21,437
(Income)/Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	(4,357)	1,271
Utilisation of tax losses	(147,177)	(63,421)
Lower rate taxes on overseas earnings	50,611	24,105
Short-term timing difference leading to an increase (decrease) in taxation	(29)	(33)
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	(82,956)	(94,304)
Exchange difference	-	178
Unrelieved tax losses carried forward	65,349	48,899
Deferred tax movement	53,792	31,805
Total tax charge for the year	(29,167)	(62,499)

Factors that may affect future tax charges

The group has carried forward trading losses of £5,725,834 (2024 - £5,802,029) to offset against future taxable profits.

Page 25

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Intangible assets
	Group

	IT development	Goodwill	Total
	£	£	£
Cost
At 1 January 2025	7,150,222	462,530	7,612,752
Additions	1,024,806	-	1,024,806
At 31 December 2025	8,175,028	462,530	8,637,558
Amortisation
At 1 January 2025	1,470,813	462,530	1,933,343
Charge for the year on owned assets	428,832	-	428,832
At 31 December 2025	1,899,645	462,530	2,362,175
Net book value
At 31 December 2025	6,275,383	-	6,275,383
At 31 December 2024	5,679,409	-	5,679,409

Page 26

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Intangible assets (continued)

	Company

		IT development
		£
	Cost
	At 1 January 2025	7,150,222
	Additions	1,024,806
	At 31 December 2025	8,175,028
	Amortisation
	At 1 January 2025	1,470,813
	Charge for the year	428,832
	At 31 December 2025	1,899,645
	Net book value
	At 31 December 2025	6,275,383
	At 31 December 2024	5,679,409

Page 27

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Tangible fixed assets
	Group

	Short-term leasehold property	Plant and machinery	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	18,157	56,509	4,476	9,344	88,486
At 31 December 2025	18,157	56,509	4,476	9,344	88,486
Depreciation
At 1 January 2025	18,157	56,253	4,476	9,344	88,230
Charge for the year on owned assets	-	256	-	-	256
At 31 December 2025	18,157	56,509	4,476	9,344	88,486
Net book value
At 31 December 2025	-	-	-	-	-
At 31 December 2024	-	256	-	-	256

Page 28

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	1,464,205
	At 31 December 2025	1,464,205

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

Cru London Limited	England and Wales	Ordinary	100%
Cru Asia Limited	Hong Kong	Ordinary	100%
Wine Asset Management Singapore Pte Ltd	Singapore	Ordinary	100%

14.	Stocks
		Group	Group
		2025	2024
		£	£

	Finished goods and goods for resale	310,953	288,868

Page 29

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£


Amounts owed by group undertakings	-	-	-	164,113

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	300,830	160,372	933	933
Other debtors	422,993	380,480	238,351	226,016
Prepayments and accrued income	263,576	151,851	21,232	11,515
Deferred taxation	419,232	473,024	419,232	419,232
	1,406,631	1,165,727	679,748	657,696

16.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	170,573	196,838	17,876	19,833
Less: bank overdrafts	(851,494)	(749,797)	-	-
	(680,921)	(552,959)	17,876	19,833

Page 30

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Invoice financing facility	851,494	749,797	-	-
Trade creditors	3,000,405	2,410,511	42,869	38,890
Amounts owed to group undertakings	-	-	3,754,542	3,653,005
Other taxation and social security	127,728	82,980	-	-
Other creditors	31	1,209,028	-	-
Accruals and deferred income	2,379,142	1,239,146	21,551	154,861
	6,358,800	5,691,462	3,818,962	3,846,756

The following liabilities were secured:
	Group	Group
	2025	2024
	£	£

	Invoice financing facility	851,494	749,797
		851,494	749,797

Details of security provided:

The group's invoice finance facility is secured by way of a fixed and floating charge over all assets and undertaking of the group.

Page 31

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	473,024	504,829
(Charged)/Credited to profit or loss	(53,792)	(31,805)
At end of year	419,232	473,024

Company

	2025	2024
	£	£

At beginning of year	419,232	419,232
At end of year	419,232	419,232

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Tax losses carried forward

419,232

473,024

419,232

19.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,000 (2024 - 1,000) Ordinary shares of £1.00 each	1,000	1,000
4,437,074 (2024 - 4,437,074) Preference shares of £1.00 each	4,437,074	4,437,074

	4,438,074	4,438,074

20.	Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £13,645 (2024 - £52,809). No contributions (2024 - £Nil) were payable to the fund at the balance sheet date.

Page 32

WINE HOLDINGS (INTERNATIONAL) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.	Related party transactions
	During the year the company made purchases totalling £34,809 (2024: £99,173) and made sales totaling £24,806 (2024: £43,014) to a company under common control. As at the balance sheet date, an amount of £3,326 (2024: £10,346) was owed to this company.

22.	Controlling party

The ultimate controlling party is Pamalio Investments Limited, a company incorporated in Cyprus.

Page 33