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COMPANY REGISTRATION NUMBER:
NI648509
Year ended 31 December 2025
|
Independent auditor's report to the members |
8 |
|
|
|
Statement of comprehensive income |
12 |
|
|
|
Statement of financial position |
13 |
|
|
|
Statement of changes in equity |
14 |
|
|
|
Statement of cash flows |
15 |
|
|
|
Notes to the financial statements |
16 |
|
|
Year ended 31 December 2025
The
Directors present their strategic report on the company for the period ended 31 December 2025. Fair Review of the Company's Business The principal activity of the company during the year under review has been the on-line and direct sale, distribution and marketing of wines and spirits, the creation and distribution of own brand spirits and the provision of creative design services to the spirit alcohol industry. The Drinksology portfolio is distributed on a growing international basis. Key Performance Indicators The financial results of the company are set out on pages 14 to 34. The directors monitor performance through turnover growth, gross profit, adjusted operating profit and adjusted EBITDA. The adjusted measures exclude net finance costs, exceptional items and the effect of the group reorganisation described below, and are reconciled to the statutory results in the table that follows. Turnover increased by 25.4% to £26,915,253 (2024 restated: £21,458,376), driven by continued growth in the brand portfolio and in the company's eB2B and DTC fulfilment business. Gross profit increased by 7.7% to £4,376,496 (2024 restated: £4,063,325). Group reorganisation Over several years the company has invested in developing a portfolio of brand assets alongside its growing eB2B and DTC fulfilment business. To give each part of the business appropriate commercial focus and to maximise the potential of each division, the directors reorganised the structure of the company and the companies under common ownership or control. As part of this reorganisation, the brand intellectual property was sold to individual brand companies in December 2025, realising a gain of of £15,324,251. This gain is recognised in Other Comprehensive Income. In accounting for the transaction, profits arising from creative design work carried out by the company on the brand portfolio, which were previously recorded within the company's operating results, have been presented within other comprehensive income as part of the disposal gain. These profits were £1,177,722 in 2025 and £1,097,221 in 2024. To ensure year-on-year consistency, the 2024 comparative operating results have been restated accordingly.
Reported and adjusted results The company reports a loss before taxation of £3,538,537 for the year (2024 restated: £3,058,425). This loss arises principally from two items. Net finance costs, fully funded and paid, account for £2,045,367 (FY 2024 Restated: £2,025,877). The reorganisation, through the exclusion of creative design profits and the associated exceptional costs, accounts for a further £1,389,771 (FY 2024 Restated £1,097,221). Before these items, the business generated adjusted EBITDA of £150,440 (FY 2024 Restated £261,028), while growing turnover by 25.4%.
|
|
2025 |
2024 (restated) |
|
|
£ |
£ |
|
Loss Before Taxation |
3,538,537 |
3,058,425 |
|
Net Interest Costs |
2,045,367 |
2,025,877 |
|
Exceptional Reorganisation Costs |
212,049 |
– |
|
Creative Design Profitability Excluded from Profit & Loss Account & Included in Disposal Gain |
1,177,722 |
1,097,221 |
|
Adjusted Operating Profit |
103,399 |
64,673 |
|
Depreciation & Amortisation |
253,839 |
196,355 |
|
Adjusted EBITDA |
150,440 |
261,028 |
|
|
|
|
The adjusted operating result for 2025 reflects an 11.0% increase in administrative expenses to £5,657,617. This arose from continued investment in the people, systems and capacity needed to support the growth of the fulfilment business. To meet anticipated demand for its eB2B and DTC fulfilment services, the company took on additional warehousing accommodation during the year. At the same time, it relocated part of its city centre office space to new offices within the new warehouse facility, bringing commercial and operational teams together on one site and improving coordination across the business. The additional capacity provides headroom to support further growth. The investment made during 2025 in warehousing capacity, office accommodation and people has established a cost base capable of supporting substantially higher sales. The directors' strategy continues to be driving increases in turnover through this existing infrastructure, so that future growth is achieved without a corresponding increase in administrative expenses, improving operating margins as the business scales. Net interest payable of £2,045,367 (2024: £2,025,877) relates to the working capital and funding facilities that have supported the company's growth Shareholders' funds increased to £12,203,082 (2024: £417,368), as the gain on the reorganisation more than offset the loss for the year and incurred to date in developing the underlying value of the business. The directors consider that the reorganisation leaves the company with a significantly strengthened balance sheet and a clearer focus on its fulfilment business, from which to pursue the opportunities ahead.
Development, Performance and Position of the Company 2025 represented the second year of the company's three-year foundation phase (2024 to 2026), during which the directors have deliberately prioritised investment in the brand, commercial and operational foundations required to support significant future scale. During the year, the company continued the disciplined execution of its strategy to develop its own brand portfolio of accessible premium spirits on an international scale, alongside the further expansion of its proprietary e-commerce and distribution platforms, Spiritly and Fulproof. This strategy remains consistent with the prior year, with investment further concentrated on building clearly defined, enduring brand positioning for both Kirker Greer and Spiritly Brands in high-potential geographies. In parallel, the creative design services - for which the company maintains an international reputation - have remained a major value creator, both for the own-brand portfolio and for client-side projects, and continue to underpin the strength and consistency of the company's brand equity. Alongside continued foundation investment, a primary focus during 2025 was ensuring that the infrastructure already built operates efficiently and profitably as volumes grow. As the business reached increased scale, management sharpened its focus on cost discipline and on building the operating leverage that will allow future top-line growth to convert into enhanced EBITDA. A key enabler of this margin expansion was a comprehensive cost of goods (COGS) optimisation programme across the Kirker Greer brand portfolio, leveraging increased volumes and supply chain efficiencies to structurally improve the profitability of the core range. Part of this benefit was realised in Q4-25, with the full-year effect expected to contribute significantly from 2026 onwards. Further investment in infrastructure has strengthened the company's logistical advantages, including the expansion of bonded warehouse facilities during Q2-25 and the continued development of proprietary enabling technology. These advancements support the growth of both the Kirker Greer brands and the Spiritly platforms, and have been designed with the capacity to support volumes significantly above current levels without a proportionate increase in fixed cost, providing the capability for high-efficiency, pan-European servicing from a centralised Belfast hub. This unique positioning allows the company to capitalise on post-Brexit opportunities, offering a sophisticated distribution model for cross-border trade that distinguishes the group from its peers. The company successfully unlocked a number of new strategic scale customers in priority markets during the year, including significant new listings with Waitrose, M&S, and Morrisons in the UK. These partnerships, combined with growing on-premise distribution, provide a robust and scalable platform for volume growth and increased brand visibility. While the global beverage alcohol sector continued to experience commercial headwinds and softness in demand for mass-market global brands, the company successfully navigated this aggressive competitive landscape. Although these market trends necessitated a more tactical approach to pricing that impacted margins in certain segments, the company's agility and accessible premium focus allowed it to counter broader industry contractions. The financial results reflect this deliberate foundation-phase investment profile, as planned and anticipated by the directors. Having invested heavily in people, marketing, warehousing, and technical capability since 2024, the company now has brand, commercial and operational infrastructure capable of supporting significant scale. The directors believe that the company's ability to execute its growth strategy and secure blue-chip retail listings and distribution partnerships amidst volatile global conditions demonstrates significant brand potential and management resilience. Following the turnover growth experienced in 2025, the company expects the rate of revenue and margin expansion to increase further during 2026, the final year of the foundation phase. From 2027, the directors intend to invest to accelerate growth from these established foundations, benefiting from the operating leverage built into the platform.
Principal Risks and Uncertainties of the Business The Directors consider that the Company faces the following risks on a day to day basis: Foreign Currency risk The company trades predominantly in sterling but is exposed to payment and receipts in other currencies, and in particular Euro and US dollar. The company aims to balance receipts and payments in each currency. As the business grows, and to the extent required and considered appropriate by the directors, currency exposures may be managed by forward buying and selling. There are no financial instruments in place at the financial year end. Competition risk The directors consider that the company and its brands and products will continue to penetrate and compete effectively within target markets. The focus on supply chain security and sustainability, and cost base efficiency enables the company to position its brands and products attractively within chosen market segments and across channels. The Spiritly e-commerce channel is showing increasing potential, and progress has been very encouraging, and the creative design capability remains market-leading. The directors are confident that the company will grow sales and gain market share. Financial risk management The company trades predominantly in sterling but is exposed to payment and receipts in other currencies, and in particular Euro and US dollar. The company aims to balance receipts and payments in each currency. As the business grows, and to the extent required and considered appropriate by the directors, currency exposures may be managed by forward buying and selling. There are no financial instruments in place at the financial year end.
Credit risk Uncertainties in the economic climate can give rise to bad debt risk. The board seeks to mitigate this risk by adhering to robust credit control procedures. Credit insurance is taken out for all customers and all debtors are reviewed on a regular basis and provision is made for bad or doubtful debts should they arise. Liquidity risk and Cash flow risk The liquidity and cashflow position of the company is closely managed to ensure that the business has the resources it needs to deliver products and services when required. The funding position of the company is monitored and relationships with funders developed and managed to ensure that there are adequate facilities available to meet the financing needs associated with the growth ambitions of the business. Interest rate risk The growth in the business will give rise to higher levels of funding. The cost of funds is monitored by the directors, including the requirement for any hedging of interest rate exposure, that may be considered appropriate. Company strategy and Future developments The company strategy remains unchanged - to develop the own-brand spirit portfolio and to expand its reach into new markets and channels. In parallel, the company aims to continue the development and growth of its e-commerce wholesale, trading and wine business, and to grow the internationally-recognised creative design division. Financial Performance Indicators The directors use both financial and non-financial performance indicators to monitor the performance of the business, including the preparation of regular management accounts, review of customer satisfaction and maintenance of supplier relationships amongst the measures employed.
This report was approved by the board of directors on 7 October 2026 and signed on behalf of the board by:
|
Mr R Ryan |
Mr S Pattison |
|
Director |
Director |
|
|
|
Registered office: |
|
13 Lombard Street |
|
Belfast |
|
BT1 1RB |
|
Year ended 31 December 2025
The directors present their report and the financial statements of the company for the year ended
31 December 2025
.
Directors
The directors who served the company during the year were as follows:
|
Mr R Ryan |
|
|
Mr S Pattison |
|
|
Mr P Millar |
|
|
|
Dividends
The directors do not recommend the payment of a dividend.
Events after the end of the reporting period
Particulars of events after the reporting date are detailed in note 29 to the financial statements.
Disclosure of information in the strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Sch. 7 to the Large and Medium-sized Companies to be contained in the directors' report. It has done so in respect of future developments and financial risk management (credit risk, liquidity risk, foreign currency risk and cash flow risk).
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 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 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.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
-
so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
This report was approved by the board of directors on
7 October 2026
and signed on behalf of the board by:
|
Mr R Ryan |
Mr S Pattison |
|
Director |
Director |
|
|
|
Registered office: |
|
13 Lombard Street |
|
Belfast |
|
BT1 1RB |
|
|
Independent Auditor's Report to the Members of
Drinksology Ltd |
|
Year ended 31 December 2025
Opinion
We have audited the financial statements of Drinksology Ltd (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 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 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.
Other information
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. 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
-
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
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. 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 laws 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 discussions with trustees and other management; -we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: -performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; and - assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; and - enquiring of management as to actual and potential litigation and claims. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 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 on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' 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 that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s 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. 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 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 as a body, for our audit work, for this report, or for the opinions we have formed.
|
John Magee |
|
(Senior Statutory Auditor) |
|
|
For and on behalf of |
|
Aubrey Campbell & Company |
|
Chartered Accountants & Statutory Auditors & statutory auditor |
|
631 Lisburn Road |
|
Belfast |
|
BT9 7GT |
|
7 October 2026
|
Statement of Comprehensive Income |
|
Year ended 31 December 2025
|
2025 |
2024 |
|
|
(restated) |
|
Note |
£ |
£ |
|
Turnover |
4 |
26,915,253 |
21,458,376 |
|
|
|
|
|
Cost of sales |
22,538,757 |
17,395,051 |
|
------------- |
------------- |
|
Gross profit |
4,376,496 |
4,063,325 |
|
|
|
|
Administrative expenses |
5,657,617 |
5,095,873 |
|
Exceptional Costs Incurred due to Reorganisation |
212,049 |
– |
|
|
------------ |
------------ |
|
Operating loss |
5 |
(
1,493,170) |
(
1,032,548) |
|
|
|
|
|
Other interest receivable and similar income |
10 |
36,809 |
10,064 |
|
Interest payable and similar expenses |
11 |
2,082,176 |
2,035,941 |
|
------------ |
------------ |
|
Loss before taxation |
(
3,538,537) |
(
3,058,425) |
|
|
|
|
|
Tax on loss |
12 |
– |
– |
|
------------ |
------------ |
|
Loss for the financial year |
(
3,538,537) |
(
3,058,425) |
|
------------ |
------------ |
|
|
|
|
|
Other comprehensive income movement |
15,324,251 |
– |
|
------------- |
------------ |
|
Total comprehensive income for the year |
11,785,714 |
(
3,058,425) |
|
------------- |
------------ |
|
|
|
All the activities of the company are from continuing operations.
|
Statement of Financial Position |
|
31 December 2025
|
2025 |
2024 |
|
|
(restated) |
|
Note |
£ |
£ |
|
|
|
Fixed assets
|
Intangible assets |
13 |
– |
904,334 |
|
Tangible assets |
14 |
298,819 |
256,304 |
|
--------- |
------------ |
|
298,819 |
1,160,638 |
|
|
|
|
Current assets
|
Stocks |
15 |
5,005,257 |
5,432,630 |
|
Debtors |
16 |
26,825,070 |
8,508,791 |
|
Cash at bank and in hand |
849,883 |
4,826,780 |
|
------------- |
------------- |
|
32,680,210 |
18,768,201 |
|
|
|
|
|
Creditors: amounts falling due within one year |
18 |
19,545,807 |
18,037,549 |
|
------------- |
------------- |
|
Net current assets |
13,134,403 |
730,652 |
|
------------- |
------------ |
|
Total assets less current liabilities |
13,433,222 |
1,891,290 |
|
|
|
|
|
Creditors: amounts falling due after more than one year |
19 |
1,230,140 |
1,473,922 |
|
------------- |
------------ |
|
Net assets |
12,203,082 |
417,368 |
|
------------- |
------------ |
|
|
|
|
Capital and reserves
|
Called up share capital |
24 |
120 |
120 |
|
Share premium account |
25 |
4,701,912 |
4,701,912 |
|
Profit and loss account |
25 |
7,501,050 |
(
4,284,664) |
|
------------- |
------------ |
|
Shareholders funds |
12,203,082 |
417,368 |
|
------------- |
------------ |
|
|
|
|
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the
board of directors
and authorised for issue on
7 October 2026
, and are signed on behalf of the board by:
|
Mr R Ryan |
Mr S Pattison |
|
Director |
Director |
|
|
Company registration number:
NI648509
|
Statement of Changes in Equity |
|
Year ended 31 December 2025
|
Called up share capital |
Share premium account |
Profit and loss account |
Total |
|
£ |
£ |
£ |
£ |
|
At 1 January 2024 |
100 |
– |
(
1,226,239) |
(
1,226,139) |
|
|
|
|
|
|
Loss for the year |
|
|
(
3,058,425) |
(
3,058,425) |
|
---- |
---- |
------------ |
------------ |
|
Total comprehensive income for the year |
– |
– |
(
3,058,425) |
(
3,058,425) |
|
|
|
|
|
|
Issue of shares |
20 |
4,701,912 |
– |
4,701,932 |
|
---- |
------------ |
------------ |
------------ |
|
Total investments by and distributions to owners |
20 |
4,701,912 |
– |
4,701,932 |
|
|
|
|
|
|
At 31 December 2024 |
120 |
4,701,912 |
(
4,284,664) |
417,368 |
|
|
|
|
|
|
Loss for the year |
|
|
(
3,538,537) |
(
3,538,537) |
|
Other comprehensive income for the year: |
|
|
|
|
|
Other comprehensive income movement |
– |
– |
15,324,251 |
15,324,251 |
|
---- |
------------ |
------------- |
------------- |
|
Total comprehensive income for the year |
– |
– |
11,785,714 |
11,785,714 |
|
|
|
|
|
|
---- |
------------ |
------------- |
------------- |
|
At 31 December 2025 |
120 |
4,701,912 |
7,501,050 |
12,203,082 |
|
---- |
------------ |
------------- |
------------- |
|
|
|
|
|
|
Year ended 31 December 2025
|
2025 |
2024 |
|
|
(restated) |
|
Note |
£ |
£ |
|
|
|
Cash flows from operating activities
|
Loss for the financial year |
(
3,538,537) |
(
3,058,425) |
|
|
|
|
Adjustments for: |
|
|
|
Depreciation of tangible assets |
99,606 |
85,433 |
|
Amortisation of intangible assets |
154,233 |
110,922 |
|
Other interest receivable and similar income |
(
36,809) |
(
10,064) |
|
Interest payable and similar expenses |
2,082,176 |
2,035,941 |
|
Accrued (income)/expenses |
(
793,949) |
236,233 |
|
|
|
|
Changes in: |
|
|
|
Stocks |
427,373 |
(
4,880) |
|
Trade and other debtors |
(
1,528,670) |
(
1,821,756) |
|
Trade and other creditors |
1,422,074 |
2,043,795 |
|
------------ |
------------ |
|
Cash generated from operations |
(
1,712,503) |
(
382,801) |
|
|
|
|
Interest paid |
(
2,082,176) |
(
2,035,941) |
|
Interest received |
36,809 |
10,064 |
|
Tax paid |
(
42,481) |
(
66,486) |
|
------------ |
------------ |
|
Net cash used in operating activities |
(
3,800,351) |
(
2,475,164) |
|
------------ |
------------ |
|
|
|
Cash flows from investing activities
|
Purchase of tangible assets |
(
142,121) |
(
93,250) |
|
Purchase of intangible assets |
(
433,105) |
(
169,523) |
|
------------ |
------------ |
|
Net cash used in investing activities |
(
575,226) |
(
262,773) |
|
------------ |
------------ |
|
|
|
Cash flows from financing activities
|
Proceeds from issue of ordinary shares |
– |
4,701,932 |
|
Proceeds from borrowings |
409,715 |
2,376,256 |
|
Proceeds from loans from participating interests |
(
11,637) |
46,199 |
|
------------ |
------------ |
|
Net cash from financing activities |
398,078 |
7,124,387 |
|
------------ |
------------ |
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
(
3,977,499) |
4,386,450 |
|
Cash and cash equivalents at beginning of year |
4,826,780 |
440,330 |
|
|
------------ |
------------ |
|
Cash and cash equivalents at end of year |
17 |
849,281 |
4,826,780 |
|
|
------------ |
------------ |
|
|
|
|
|
Notes to the Financial Statements |
|
Year ended 31 December 2025
1.
General information
The company is a private company limited by shares, registered in Northern Ireland. The address of the registered office is 13 Lombard Street, Belfast, BT1 1RB.
2.
Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The directors have considered a number of factors in order assess the continued applicability of the going concern basis of preparation. These include the current position of the company and the impact of progress made to date on future prospects, the wider industry and market conditions and the funding facilities and ongoing support that it has with its funding partners. In spite of well documented pressures in the wider industry, the impact of which the business has taken steps to mitigate, revenues continue to gather momentum as the company expands its product portfolio and geographical reach, with a view to optimising gross profit while maintaining appropriate financing. In this regard, the directors remain confident in the commercial strategy of the business and are satisfied with the progress being made to date. Regarding the company's financial position, the reorganisation of the company and of those under common ownership or control was performed during the year to provide each part of the business with appropriate commercial focus and to maximise the potential of each division. As part of this, brand intellectual property developed by the company was sold to individual brand companies. The process was robust in terms of choreography and execution, and third party scrutiny was comprehensively applied to the financial outcomes. The directors believe that the resulting proliferation, in terms of the net assets under the company's control, is more reflective of its current footing. The funding position of the company is constantly monitored and managed to ensure that there are adequate facilities available to meet the financing needs associated with the growth ambitions of the business. Relationships with those providing both equity and debt finance remain strong, with forecasts for the year to December 2027, based on prudent management assumptions, indicating that the company has adequate funding to meet its requirements. In light of these factors, the directors are confident that it remains appropriate to prepare these financial statements on a going concern basis.
Judgements and key sources of estimation uncertainty
Revenue
recognition The timing of revenue depends on the assessed stage of completion of service activity at the balance sheet date. This assessment requires that revenues which do not arise until the occurrence of a specified future event or outcome which is outside the control of the company are not recognised until that event occurs. Impairment Goodwill is tested for impairment in accordance with the accounting policy for goodwill set out below. The recoverable amount of goodwill is determined based on value in use. This calculation requires the use of estimates and projections. Depreciation The company's statement of financial position reflects a tangible fixed asset class which is subject to depreciation. Depreciation rates are based upon the expected economic lives of the related tangible fixed assets. Any variation in the useful economic lives of the asset class will have an impact on the balance sheet and financial position of the company. The useful economic lives of tangible fixed assets are uncertain and, therefore, the actual economic life of an asset may be shorter or longer than expected. There have been no significant revisions to the estimated lives during the current financial year. Going concern In order to assess whether it is appropriate for the company to be reported as a going concern, the directors apply judgement, having undertaken appropriate enquiries and having considered the business activities and the company's principal risks and uncertainties. Working capital financing The company uses working capital financing facilities under which certain trade receivables are transferred to a finance provider and amounts are advanced against eligible receivables. In determining the appropriate accounting treatment, the directors have considered whether the arrangements result in the transfer of substantially all of the risks and rewards associated with the underlying receivables. This assessment requires judgement, having regard to the terms of the facilities and their operation in practice, including the level of funding provided, credit limits, bad debt protection, rights of recourse and the company's continuing exposure to disputed, disapproved and other non-qualifying debts. Although bad debt protection is provided in respect of certain qualifying receivables, the directors consider that the company retains significant risks and rewards associated with the underlying receivables. Accordingly, the receivables continue to be recognised within trade debtors and amounts advanced under the facilities are recognised separately as financial liabilities. In arriving at this judgement there are a large number of assumptions and estimates involved.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
Exceptional items
Exceptional items are disclosed separately in the financial statements in order to provide further understanding of the financial performance of the entity. They are material items of income or expense that have been shown separately because of their nature or amount.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Intangible assets
Intangible
assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
|
Development costs |
- |
10% straight line |
|
Patents, trademarks and licences |
- |
10% straight line |
|
|
|
|
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Research and development
Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
|
Plant and machinery |
- |
25% reducing balance |
|
Fixtures and fittings |
- |
25% reducing balance |
|
|
|
|
Impairment of fixed assets
A
review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
Short term employee benefits
The company provides short term benefits including holiday pay to their employees. These are recognised as an expense in the period in which the service is received.
4.
Turnover
Turnover arises from:
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Sale of goods |
25,703,260 |
19,788,374 |
|
Rendering of services |
1,211,993 |
1,670,002 |
|
------------- |
------------- |
|
26,915,253 |
21,458,376 |
|
------------- |
------------- |
|
|
|
During the period, turnover of £2,981,818 (2024: £1,939,473) can be attributed to sales within the EC.
5.
Operating loss
Operating profit or loss is stated after charging/crediting:
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Amortisation of intangible assets |
154,233 |
110,922 |
|
Depreciation of tangible assets |
99,606 |
85,433 |
|
Impairment of stocks |
60,000 |
(
10,000) |
|
Impairment of trade debtors |
45,225 |
27,344 |
|
Foreign exchange differences |
40,679 |
(
9,333) |
|
--------- |
--------- |
|
|
|
6.
Auditor's remuneration
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Fees payable for the audit of the financial statements |
12,500 |
12,500 |
|
-------- |
-------- |
|
|
|
7.
Staff costs
The average number of persons employed by the company during the year, including the directors, amounted to:
|
2025 |
2024 |
|
No. |
No. |
|
Production staff |
46 |
41 |
|
Administrative staff |
4 |
4 |
|
Management staff |
5 |
5 |
|
---- |
---- |
|
55 |
50 |
|
---- |
---- |
|
|
|
The aggregate payroll costs incurred during the year, relating to the above, were:
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Wages and salaries |
2,689,186 |
2,494,346 |
|
Social security costs |
316,712 |
281,399 |
|
Other pension costs |
89,850 |
75,891 |
|
------------ |
------------ |
|
3,095,748 |
2,851,636 |
|
------------ |
------------ |
|
|
|
8.
Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Remuneration |
645,955 |
478,789 |
|
Company contributions to defined contribution pension plans |
14,469 |
12,144 |
|
--------- |
--------- |
|
660,424 |
490,933 |
|
--------- |
--------- |
|
|
|
Remuneration of the highest paid director in respect of qualifying services:
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Aggregate remuneration |
301,637 |
227,243 |
|
Company contributions to defined contribution pension plans |
7,226 |
6,080 |
|
--------- |
--------- |
|
308,863 |
233,323 |
|
--------- |
--------- |
|
|
|
Included
within total directors' remuneration is £340,125 (2024: £nil) which has been capitalised as product development costs during the year.
9.
Exceptional items
|
2025 |
2024 |
|
£ |
£ |
|
Exceptional Costs Incurred due to Reorganisation |
212,049 |
– |
|
--------- |
---- |
|
|
|
During the year the directors undertook a reorganisation of the company and the companies under its common ownership or control. The purpose was to give each part of the business appropriate commercial focus and to maximise the potential of each division. As part of the reorganisation, brand intellectual property developed by the company was sold to individual brand companies in December 2025. The costs above were incurred directly in connection with the reorganisation. Because of their nature and size, and because they are not expected to recur, the directors have presented them separately on the face of the Statement of Other Comprehensive Income. This allows the company's underlying trading performance to be understood more clearly.
10.
Other interest receivable and similar income
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Interest on cash and cash equivalents |
36,809 |
10,064 |
|
-------- |
-------- |
|
|
|
11.
Interest payable and similar expenses
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Interest on banks loans and overdrafts |
2,081,406 |
2,032,588 |
|
Other interest payable and similar charges |
770 |
3,353 |
|
------------ |
------------ |
|
2,082,176 |
2,035,941 |
|
------------ |
------------ |
|
|
|
12.
Tax on loss
Reconciliation of tax income
The tax assessed on the loss on ordinary activities for the year is higher than (2024: higher than) the
standard rate of corporation tax in the UK
of
19
% (2024:
19
%).
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Loss on ordinary activities before taxation |
(
3,538,537) |
(
3,058,425) |
|
------------ |
------------ |
|
Loss on ordinary activities by rate of tax |
(
672,322) |
(
581,101) |
|
Effect of expenses not deductible for tax purposes |
7,309 |
10,768 |
|
Effect of capital allowances and depreciation |
(
8,078) |
(
1,485) |
|
Unused tax losses |
673,091 |
571,818 |
|
------------ |
------------ |
|
Tax on loss |
– |
– |
|
------------ |
------------ |
|
|
|
13.
Intangible assets
|
Development costs |
Patents, trademarks and licences |
Total |
|
£ |
£ |
£ |
|
Cost |
|
|
|
|
At 1 January 2025 (as restated) |
912,148 |
197,079 |
1,109,227 |
|
Additions |
– |
45,720 |
45,720 |
|
Additions from internal developments |
387,385 |
– |
387,385 |
|
Disposals |
(
1,299,533) |
(
242,799) |
(
1,542,332) |
|
------------ |
--------- |
------------ |
|
At 31 December 2025 |
– |
– |
– |
|
------------ |
--------- |
------------ |
|
Amortisation |
|
|
|
|
At 1 January 2025 |
173,105 |
31,788 |
204,893 |
|
Charge for the year |
129,953 |
24,280 |
154,233 |
|
Disposals |
(
303,058) |
(
56,068) |
(
359,126) |
|
------------ |
--------- |
------------ |
|
At 31 December 2025 |
– |
– |
– |
|
------------ |
--------- |
------------ |
|
Carrying amount |
|
|
|
|
At 31 December 2025 |
– |
– |
– |
|
------------ |
--------- |
------------ |
|
At 31 December 2024 |
739,043 |
165,291 |
904,334 |
|
------------ |
--------- |
------------ |
|
|
|
|
14.
Tangible assets
|
Plant and machinery |
Fixtures and fittings |
Total |
|
£ |
£ |
£ |
|
Cost |
|
|
|
|
At 1 January 2025 (as restated) |
316,491 |
370,493 |
686,984 |
|
Additions |
28,771 |
113,350 |
142,121 |
|
--------- |
--------- |
--------- |
|
At 31 December 2025 |
345,262 |
483,843 |
829,105 |
|
--------- |
--------- |
--------- |
|
Depreciation |
|
|
|
|
At 1 January 2025 |
214,494 |
216,186 |
430,680 |
|
Charge for the year |
32,692 |
66,914 |
99,606 |
|
--------- |
--------- |
--------- |
|
At 31 December 2025 |
247,186 |
283,100 |
530,286 |
|
--------- |
--------- |
--------- |
|
Carrying amount |
|
|
|
|
At 31 December 2025 |
98,076 |
200,743 |
298,819 |
|
--------- |
--------- |
--------- |
|
At 31 December 2024 |
101,997 |
154,307 |
256,304 |
|
--------- |
--------- |
--------- |
|
|
|
|
15.
Stocks
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Raw materials and consumables |
5,005,257 |
5,432,630 |
|
------------ |
------------ |
|
|
|
16.
Debtors
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Trade debtors |
5,503,523 |
4,017,212 |
|
Amounts owed by companies under common ownership |
17,722,412 |
1,139,757 |
|
Prepayments and accrued income |
1,872,280 |
1,627,390 |
|
Directors loan account |
1,255,639 |
1,255,639 |
|
Other debtors - s455 tax |
417,119 |
417,119 |
|
Other debtors - Bike 2 Work Scheme |
7,010
|
4,587
|
|
Other debtors |
47,087 |
47,087 |
|
------------- |
------------ |
|
26,825,070 |
8,508,791 |
|
------------- |
------------ |
|
|
|
Amounts
owed by companies under common ownership are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
17.
Cash and cash equivalents
Cash and cash equivalents comprise the following:
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Cash at bank and in hand |
849,883 |
4,826,780 |
|
Bank overdrafts |
(
602) |
– |
|
--------- |
------------ |
|
849,281 |
4,826,780 |
|
--------- |
------------ |
|
|
|
18.
Creditors:
amounts falling due within one year
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Working capital financing |
14,310,758 |
13,901,043 |
|
Bank loans and overdrafts |
602 |
– |
|
Trade creditors |
2,861,844 |
2,340,084 |
|
Amounts owed to undertakings in which the company has a participating interest |
34,562 |
46,199 |
|
Accruals and deferred income |
610,995 |
1,124,792 |
|
Corporation tax |
– |
42,481 |
|
Social security and other taxes |
1,151,213 |
556,431 |
|
Other creditors |
575,833 |
26,519 |
|
------------- |
------------- |
|
19,545,807 |
18,037,549 |
|
------------- |
------------- |
|
|
|
Borrowings
are secured by a fixed charge (over specified classes of assets (whether now or in the future belonging to the Company or to which the Company may be entitled)) and a floating charge covering the remainder of the undertaking and all property and assets of the Company (present and future) which are not covered by the fixed charge. The underlying debenture contains a negative pledge covenant.
19.
Creditors:
amounts falling due after more than one year
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Whiterock Loan |
1,230,140 |
1,473,922 |
|
------------ |
------------ |
|
|
|
20.
Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £
75,381
(2024: £
63,747
).
21.
Financial instruments
The carrying amount for each category of financial instrument is as follows:
Financial assets that are debt instruments measured at amortised cost
|
Financial assets that are debt instruments measured at amortised cost |
23,280,032 |
5,208,643 |
|
------------- |
------------ |
|
|
|
Financial liabilities measured at amortised cost
|
Financial liabilities measured at amortised cost |
19,624,734 |
18,912,558 |
|
------------- |
------------- |
|
|
|
22.
Prior period restatement
Drinksology Limited ('Drinksology') charged a number of companies under common control for creative work that it performed on their behalf during the year ended 31 December 2024. This resulted in the creation of a corresponding debtor in Drinksology. A corporate reorganisation took place during the current year. The approach necessitated the transfer of the fair market value of intellectual property attributable to these companies (ascertained by way of a comprehensive valuation exercise) from Drinksology, in addition to the reversal of the aforementioned creative charges and the corresponding debtor as referred to above. The effect of the correction on the financial statements is summarised below: Impact on Income Statement (Year ended 31 December 2024) - Turnover: Reduced by £1,097,221 (from £22,555,597 to £21,458,376) - Loss for the financial year: Increased by £1,097,221 (from £1,961,204 to £3,058,425) Impact on Statement of Financial Position (As at 31 December 2024) - Debtors: Reduced by £1,097,220 (from £9,606,011 to £8,508,791) - Net Assets: Reduced by £1,097,221 (from £1,514,589 to £417,368) - Retained Losses: Increased by £1,097,221 (from £3,187,443 to £4,284,664) A review of categorisation of bank loans and overdrafts was undertaken to ensure correct disclosure of trade finance facilities within the Statement of Cash Flows, thereby accurately reflecting the nature of this debt in the prior period and going forward.
23.
Analysis of other comprehensive income
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Gain on Disposal of Intellectual Property Assets |
15,324,251 |
– |
|
|
------------- |
---- |
|
|
|
|
Over several years the company invested in the development of a portfolio of brand assets, alongside its growing eB2B and DTC fulfilment business. As part of the group reorganisation described in note 9, the brand intellectual property was sold in December 2025 to individual brand companies under common ownership or control, for consideration of £16,507,457.
The gain represents the excess of the consideration over the carrying value of the brand assets at the date of disposal, after the costs of disposal. In accounting for the transaction, profits arising from creative design work carried out by the company on the brand portfolio, which were previously recorded within the company's operating results, have been presented within other comprehensive income as part of the disposal gain. These profits were £1,177,722 in 2025 and £1,097,221 in 2024. To ensure year-on-year consistency, the 2024 comparative operating results have been restated accordingly.
No tax arises on the gain because relevant tax clearances were obtained prior to entering into the reorganisation. At the year end, the consideration remained outstanding and is included within debtors (see note 16). The company expects to receive repayment in full of these amounts outstanding.
24.
Called up share capital
Issued, called up and fully paid
|
2025 |
2024 |
|
|
|
(restated) |
|
No. |
£ |
No. |
£ |
|
A Ordinary shares shares of £ 0.01 each |
2,000 |
20 |
2,000 |
20 |
|
B Ordinary shares shares of £ 0.01 each |
10,000 |
100 |
10,000 |
100 |
|
-------- |
---- |
-------- |
---- |
|
12,000 |
120 |
12,000 |
120 |
|
-------- |
---- |
-------- |
---- |
|
|
|
|
|
25.
Reserves
Called
-up share capital - represents the nominal value of shares that have been issued. Share premium account - represents the difference between the consideration received for shares and their par value. Profit and loss account - this reserve records retained earnings and accumulated losses.
26.
Analysis of changes in net debt
|
At 1 Jan 2025 |
Cash flows |
At 31 Dec 2025 |
|
£ |
£ |
£ |
|
Cash at bank and in hand |
4,826,780 |
(3,976,897) |
849,883 |
|
Bank overdrafts |
– |
(602) |
(602) |
|
Debt due within one year |
(13,947,242) |
(398,078) |
(14,345,320) |
|
------------- |
------------ |
------------- |
|
(
9,120,462) |
(
4,375,577) |
(
13,496,039) |
|
------------- |
------------ |
------------- |
|
|
|
|
27.
Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
|
2025 |
2024 |
|
|
(restated) |
|
£ |
£ |
|
Not later than 1 year |
287,778 |
256,350 |
|
Later than 1 year and not later than 5 years |
519,668 |
190,086 |
|
--------- |
--------- |
|
807,446 |
446,436 |
|
--------- |
--------- |
|
|
|
28.
Contingencies
The
Company has submitted an application to HM Revenue & Customs ('HMRC') to form a common control VAT group with Drinksology Kirker Greer Limited ('DKG'), which is currently pending regulatory approval. Based on professional advice from specialists who assisted with the application, the Directors are confident that the VAT group will be successfully established. Upon formal establishment, the companies will become jointly and severally liable for the VAT obligations and historical assessments of that group. A VAT charge was created as a direct result of the reorganisation undertaken during the year, attributable to DKG. Although circular in nature, by virtue of VAT recovery available throughout the wider group of companies involved in the reconstruction, there is the possibility that a period of time will pass between when DKG's liability will fall due and successful VAT recovery from the wider group of companies, with a resulting impact on cash flow, albeit temporary and short term in nature. Although reimbursement by DKG is indubitable, immediately after the wider group's net VAT reclaims are settled by HMRC and distributed internally, should the Company be compelled to raise finance to fund such a short-term cash flow requirement, the Directors may need to seek short term bridging finance. Accordingly, although no permanent economic loss is anticipated, the maximum financial exposure to the Company, representing the gross VAT liability of DKG, is estimated to be £3,301,491. It is notable that in parallel a further application is pending for the establishment of a common control VAT group involving the Company, DKG and the aforementioned wider group of companies. The success of this application would remove the contingent liability, however, the status of this application is unknown as at the date of signing the financial statements.
29.
Events after the end of the reporting period
On
19th August 2026, the company entered into a loan facility amounting to £1,000,000. This loan is secured by second ranking debentures over the company and other companies under common ownership or control supported by intercompany cross guarantees, assignment of keyman life policies and a £250,000 joint and several guarantees from two of the directors. This constitutes a non-adjusting event and, consequently, no adjustments have been made to the figures reported within these financial statements.
|
Notes to the Financial Statements (continued) |
|
Year ended 31 December 2025
30.
Directors' advances, credits and guarantees
During the year the directors entered into the following advances and credits with the company:
|
2025 |
|
|
Balance brought forward |
Advances/ (credits) to the directors |
Balance outstanding |
|
|
£ |
£ |
£ |
|
Mr R Ryan |
599,123 |
– |
599,123 |
|
Mr S Pattison |
656,516 |
– |
656,516 |
|
|
------------ |
---- |
------------ |
|
|
1,255,639 |
– |
1,255,639 |
|
|
------------ |
---- |
------------ |
|
|
|
|
|
|
2024 |
|
|
Balance brought forward |
Advances/ (credits) to the directors |
Balance outstanding |
|
|
£ |
£ |
£ |
|
Mr R Ryan |
563,144 |
35,979 |
599,123 |
|
Mr S Pattison |
621,989 |
34,527 |
656,516 |
|
|
------------ |
-------- |
------------ |
|
|
1,185,133 |
70,506 |
1,255,639 |
|
|
------------ |
-------- |
------------ |
|
|
|
|
|
Included
in trade creditors is £1,337 (2024: £1,387) owed to director Mr R Ryan
at the year end.
31.
Related party transactions
Drinksology
Limited was a 83% owned subsidiary of Kirker Greer (Holdings) Limited until 23 December 2025, then became a 100% subsidiary of Drinksology Kirker Greer Limited until 29 December 2025 and at the year end Drinksology Limited was a 100% subsidiary of Drinksology Holdco Limited. At the balance sheet date there was no balance owing or owed between Drinksology Limited and it's parent company Drinksology Holdco Limited. A number of companies under common directorship owed monies to Drinksology Ltd
at the balance sheet date: - Kirker Greer (Holdings) Limited £197,365 (2024: £180,888) - When we are Giants Ltd £99,772 (2024: £756 owed from Drinksology Ltd
) - Kirker & Greer Whiskey Ltd £142,925 (2024: £12,002) - Sailortown Brewing Ltd £1,750 (2024: £1,380) - McGraths Brewing Ltd £1,658 (2024: £1,289) - Jawbox Spirits Company Ltd £2,230 (2024: £1,366) - Mayday Island Ltd £1,591 (2024: £1,221) - Bowsaw Bourbon Ltd £327,810 (2024: £841 owed from Drinksology Ltd
) - Drinksology Europe Ltd £10,448 (2024: £9,123) - Ginato Italia Ltd £1,192,581 (2024: £1,114 owed from Drinksology Ltd
) - Grand Kadoo Rum Company Ltd £100,134 (2024: £1,114 owed from Drinksology Ltd
) - Hopple Brands Ltd £1,311 (2024: £941) - Ukiyo Spirits Ltd £10,489,742 (2024: £1,114 owed from Drinksology Ltd
) - Bar Library Wines and Spirits Merchants Ltd £3,241 (2024: £2,616) - Chinnery Gin Co Ltd £2.299 (2024: £1,460) - Kirker Greer & Co Ltd £927,594 (2024: £926,730) - Chinnery Holdings Ltd £99,293 (2024: £1,805 owed from Drinksology Ltd
) - Darker Sill Spirits (NI) Ltd £2,398,525 (2024: £418 owed from Drinksology Ltd
) - Del Suelo Ltd £4,401 (2024: £742) - Echo & Ember Ltd £99,636 (2024: £1,263 owed from Drinksology Ltd
) - Hoshi Spirits (NI) Ltd £1,097,324 (2024: £1,805 owed from Drinksology Ltd
) - Henderson Clark Ltd £520,783 A number of companies under common directorship were owed monies from Drinksology Ltd
at the balance sheet date: - Red Bonny Rum Ltd £396 (2024: £865) - Darker Still Company Ltd £32,877 (2024: £32,877) - Cruz de Nevado Ltd £645 (2024: £1,114) - Pattison & Co Ltd £645 (2024: £1,114) During the year the company paid management charges to its former parent company Kirker Greer (Holdings) Ltd in relation to the group reorganisation of £45,500 (2024: £Nil). In the year sales income received from companies under common directorship was £Nil (2024: £5,141).
32.
Controlling party
At
the year end 31 December 2025 the company's ultimate parent undertaking is Drinksology Holdco Limited. Prior to December 2025, the company was a subsidiary of Kirker Greer (Holdings) Limited. The company's results, for the relevant period, are included in the consolidated financial statements of Kirker Greer (Holdings) Limited. Copies of Kirker Greer (Holdings) Limited consolidated financial statements can be obtained from 13 Lombard Street, Belfast, BT1 1RB. The company's ultimate controlling parties are Mr S Pattison
and Mr R Ryan
.