Company registration number 00296128 (England and Wales)
THOMAS LOWNDES & CO. LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
THOMAS LOWNDES & CO. LIMITED
COMPANY INFORMATION
Directors
A I Bailey
M D P Bermudez De La Puente Sanchez-Aguilera
Secretary
CSC CLS (UK) Limited
Company number
00296128
Registered office
Part Second Floor - UK House
2 Great Titchfield Street
London
United Kingdom
W1D 1NN
Auditor
Deloitte LLP
3rd Floor
9 Haymarket Square
Edinburgh
United Kingdom
EH3 8RY
Bankers
The Royal Bank of Scotland Plc
5-10 Great Tower Street
London
United Kingdom
EC2M 4JX
THOMAS LOWNDES & CO. LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 18
THOMAS LOWNDES & CO. LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The Company's principal activity is to provide financing to the Suntory Global Spirits group companies. This is expected to continue for the foreseeable future.
Results and dividends
The profit for the year, after taxation, amounted to £102k (2024: £116k). The profit in current year is mainly driven by interest receivable to group undertakings.
The Company has net assets at the year end of £2,791k (2024: £2,689k).
No dividends were paid during the current year or prior year and no dividends have been proposed after the year end.
Going concern
The directors expect the current interest income of the Company to continue funding future operations. They have a reasonable expectation that the Company will be able to continue in operational existence for the next 12 months and beyond signing of the financial statements. Therefore, the directors believe that these elements appropriately support the going concern basis for the preparation of the financial statements.
Additionally, the directors have obtained a letter of support from intermediate parent Suntory Global Spirits Inc, and have satisfied themselves that the parent has sufficient resources to provide support to meet its liabilities as they fall due for the 12 month period from the date of approval of the financial statements.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A I Bailey
M D P Bermudez De La Puente Sanchez-Aguilera
Qualifying third party indemnity provisions
The Company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Post reporting date events
There are no post balance sheet events to report.
Future developments
Future developments have been discussed above in the principal activities section.
Auditor
Deloitte LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be reappointed as auditor in the absence of an Annual General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
THOMAS LOWNDES & CO. LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Small companies exemption
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
..............................................
A I Bailey
Director
23 September 2026
THOMAS LOWNDES & CO. LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 “Reduced Disclosure Framework”. Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards, comprising FRS 101, have been followed, subject to any material departure disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
THOMAS LOWNDES & CO. LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF THOMAS LOWNDES & CO. LIMITED
- 4 -
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Thomas Lowndes & Co. Limited (the 'Company'):
give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 'Reduced Disclosure Framework'; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
the profit and loss account;
the balance sheet;
the statement of changes in equity;
the related notes 1 to 11.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).
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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (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 is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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.
THOMAS LOWNDES & CO. LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF THOMAS LOWNDES & CO. LIMITED
- 5 -
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
We considered the nature of the Company’s industry and its control environment, and reviewed the Company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and directors about their own identification and assessment of the risks of irregularities, including those that are specific to the Company’s business sector.
We obtained an understanding of the legal and regulatory framework that the Company operates in, and identified the key laws and regulations that:
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act 2006 and tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
THOMAS LOWNDES & CO. LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF THOMAS LOWNDES & CO. LIMITED
- 6 -
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charged with governance.
Report on other legal and regulatory requirements
Opinions 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 directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors’ report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified any material misstatements in the directors’ report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.
We have nothing to report in respect of these matters.
This report is made solely to the Company's member, 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 auditor's 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, for our audit work, for this report, or for the opinions we have formed.
Lauren Hunter CA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Edinburgh
United Kingdom
24 September 2026
THOMAS LOWNDES & CO. LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£000
£000
Administrative expenses
4
(3)
(3)
Operating loss
(3)
(3)
Interest receivable and similar income
6
105
119
Profit before taxation
102
116
Tax on profit
7
Profit and total comprehensive income for the financial year
102
116
No separate Statement of Comprehensive Income has been prepared because the Company has no other comprehensive income other than the loss for the financial year.
All amounts are derived from continuing operations.
The notes on pages 10 to 18 form part of these financial statements.
THOMAS LOWNDES & CO. LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£000
£000
£000
£000
Current assets
Debtors falling due after more than one year
8
2,724
2,624
Debtors falling due within one year
8
8
9
Cash at bank and in hand
59
56
2,791
2,689
Net current assets
2,791
2,689
Total assets less current liabilities
2,791
2,689
Capital and reserves
Called up share capital
9
10
10
Profit and loss account
2,781
2,679
Total equity
2,791
2,689
The notes on pages 10 to 18 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 23 September 2026 and are signed on its behalf by:
..............................................
A I Bailey
Director
Company registration number 00296128 (England and Wales)
THOMAS LOWNDES & CO. LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
Share capital
Profit and loss account
Total
£000
£000
£000
Balance at 1 January 2024
10
2,563
2,573
Year ended 31 December 2024:
Profit and total comprehensive income
-
116
116
Balance at 31 December 2024
10
2,679
2,689
Year ended 31 December 2025:
Profit and total comprehensive income
-
102
102
Balance at 31 December 2025
10
2,781
2,791
The notes on pages 10 to 18 form part of these financial statements.
THOMAS LOWNDES & CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
1
Accounting policies
Company information
Thomas Lowndes & Co. Limited is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is given on company information page.
The nature of the Company’s operations and its principal activity is set out in the Directors’ Report on page 1.
These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates and figures have been presented to the nearest thousand.
1.1
Accounting convention
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 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following material accounting policies have been applied:
Financial Reporting Standard 101 - reduced disclosure exemptions
The Company meets the definition of a qualifying entity under FRS 100 ‘Application of Financial Reporting Requirements’ issued by the FRC. Accordingly, these financial statements were prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’.
The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D,111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 3 Impairment of Assets.
This information is included in the consolidated financial statements of Suntory Holdings Limited, a company incorporated in Japan as at 31 December 2025 and these financial statements may be obtained from https://www.suntory.com/about/financial/results.html.
THOMAS LOWNDES & CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -
1.2
Going concern
The directors expect the current interest income of the Company to continue funding future operations. They have a reasonable expectation that the Company will be able to continue in operational existence for the next 12 months and beyond signing of the financial statements. Therefore, the directors believe that these elements appropriately support the going concern basis for the preparation of the financial statements.true
Additionally, the directors have obtained a letter of support from ultimate parent Suntory Global Spirits Inc, and have satisfied themselves that the parent has sufficient resources to provide support to meet its liabilities as they fall due for the 12 month period from the date of approval of the financial statements.
1.3
Interest income
Interest income is recognised in profit or loss using the effective interest method.
1.4
Cash at bank and in hand
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial assets
Financial assets are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
THOMAS LOWNDES & CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the Company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The Company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.
THOMAS LOWNDES & CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.6
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.7
Foreign exchange
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. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and nonmonetary 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 Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
THOMAS LOWNDES & CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
2
Adoption of new and revised standards and changes in accounting policies
In the current year, the following new and revised Standards and Interpretations have been adopted by the Company and have an effect on the current period or a prior period or may have an effect on future periods:
Lack of Exchangeability (Amendments to IAS 21)
The amendments provide guidance in situations where there may be a lack of exchangeability between two currencies. This issue affects relatively few jurisdictions but can have a significant impact on the financial statements of affected entities.
IAS 21 explains that a currency is exchangeable into another currency when an entity is able to obtain the other currency through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations, within a time frame that allows for a normal administrative delay. The amendments elaborate on this definition and make it clearer when a currency is not exchangeable. Exchangeability is assessed at a measurement date and for a specific purpose. Exchangeability is not met if the entity is able to obtain no more than an insignificant amount of the other currency at the measurement date for the specified purpose. When a currency is not exchangeable at the measurement date, an entity is required to estimate the spot exchange rate at that date.
There are also new disclosure requirements when a currency is not exchangeable.
There is no impact of these amendments as the Company does not have any foreign currencies where there was a lack of exchangeability.
No significant impact on the Company’s financial statements has been identified because of these additional standards and amendments.
3
Critical accounting estimates and judgements
In the application of the Company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
In the view of the directors, there are no critical accounting judgements or key sources of estimation uncertainty which affect the Company’s financial statements.
THOMAS LOWNDES & CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
4
Auditor's remuneration
2025
2024
Fees payable to the Company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the Company
1
3
Fees payable to Deloitte LLP and their associates for non-audit services to the Company are not required to be disclosed because the consolidated financial statements of the Parent Company are required to disclose such on a consolidated basis.
5
Employees
There are no persons employed by this Company in the current or prior year. The directors' remuneration is borne by Beam Suntory UK Limited and Beam Suntory Distribution S.L.U. The allocation of directors' remuneration for services provided to this company is not practical.
6
Interest receivable and similar income
2025
2024
£000
£000
Interest income
Interest receivable from group companies
105
119
THOMAS LOWNDES & CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
7
Tax on profit
2025
2024
£000
£000
Current tax
Total UK current tax
Deferred tax
Total tax charge
The charge for the year can be reconciled to the profit per the profit and loss account as follows:
2025
2024
£000
£000
Profit before taxation
102
116
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
26
29
Group relief
(26)
(29)
Taxation charge for the year
-
-
THOMAS LOWNDES & CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Tax on profit
(Continued)
- 17 -
Factors that may affect future tax charges
Following the substantive enactment of the Finance Act 2021, effective 1 April 2023 the applicable corporation tax rate is now 25% (for companies with profits over £250,000) and continues to be 19% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate. The tax rate change was enacted in Finance Act 2021 on 24 May 2021.
Pillar II
On 20 June 2023, Finance (No. 2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023.
The Suntory Global Spirits Group is within the scope of the OECD Pillar Two rules. The ultimate parent entity of the Group is located in Japan and will be responsible for filing the Global Information Return (GIR) and for any liability arising under the multinational top-up tax regime in respect of the year ended 2025.
The UK group entities are subject to the UK qualifying domestic minimum top-up tax (QDMTT) regime. Based on current assessments, the UK entities have met the transitional safe harbour conditions for the period and, accordingly, no material QDMTT liability is expected to arise for the year.
The Group has therefore assessed its potential exposure to current tax arising from Pillar Two legislation and based on this assessment, no material UK current tax expense in respect of Pillar Two taxes is expected to arise for the year ended 2025.
In May 2023, amendments to IAS 12 Income Taxes were issued in relation to the recognition and disclosure of deferred taxes arising from Pillar Two legislation. The Group has applied the mandatory temporary exception under these amendments and, accordingly, does not recognise or disclose information about deferred tax assets and liabilities related to Pillar Two income taxes.
On 21 March 2025, Finance Act 2025 was substantively enacted in the UK in respect of the undertaxed profits rule (UTPR). The Company has no exposure to UTPR during 2025.
8
Debtors
Due within one year
Due after one year
2025
2024
2025
2024
£000
£000
£000
£000
Amounts owed by fellow group undertakings
8
9
2,724
2,624
All amounts owed by fellow group undertakings are unsecured, repayable on demand and bear interest at 0.5% below SONIA (2024: 0.5% below SONIA).
9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
10,000
10,000
10
10
Profit and loss account
Includes all current and prior year retained profits and losses net of any dividends paid.
THOMAS LOWNDES & CO. LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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10
Events after the reporting date
There are no post balance sheet events to report.
11
Controlling party
In the opinion of the directors, the Company's ultimate parent company and ultimate controlling party is Kotobuki Realty Co. Limited, a company incorporated in Japan. The Parent undertaking of the smallest and largest group, which includes the Company and for which group accounts are prepared, is Suntory Holdings Limited, a company incorporated in Japan (registered office address 2-1-40 Dojimahama, Kita Ku, Osaka Shi, Osaka Prefecture 530 8203). Copies of the Group financial statements of Suntory Holdings Limited are available from https://www.suntory.com/about/financial/results.html. The Company's immediate controlling party is Beam Suntory UK Holdings Limited, a company incorporated in the United Kingdom (registered office address Part Second Floor, UK House, 2, Great Titchfield Street, London, United Kingdom, W1D 1NN).
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