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REG - Artisanal Spirits Co - Preliminary Results

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RNS Number : 5917Y  Artisanal Spirits Company PLC (The)  30 March 2026

 

 

The Artisanal Spirits Company plc

 

("The Artisanal Spirits Company", "ASC" or "the Group")

 

Preliminary Results for the year ended 31 December 2025

 

FY25 results in line, start to the year in line with expectations

The Artisanal Spirits Company (AIM: ART), the creator of outstanding,
limited-edition whiskies and experiences around the world, and owner of The
Scotch Malt Whisky Society ("SMWS"), Single Cask Nation ("SCN"), J.G. Thomson
and Artisan Casks, announces Preliminary Results for the year ended 31
December 2025 ("FY25").

Against a backdrop of subdued consumer demand due to global economic and
political uncertainty, ASC continued to make strategic progress and delivered
a mixed but resilient year-on-year performance across the Group,
notwithstanding the previously announced disruption caused by the US
government shut down and the strategic change to Route-To-Market (RTM) in the
US in Q4, which directly impacted revenue and EBITDA.

As a result, the Group delivered an adjusted EBITDA loss of £1.9m. This
reflects the impact of the US government shutdown and US RTM change which
resulted in an inability to complete anticipated US shipments in Q4 2025
equating to around £1.8m of EBITDA and also a provision for US stock expected
to be transferred to the SMWS America at the end of March from our current
3-tier partner of £0.8m. Excluding the Americas region, the Group saw a £0.4
million (c2%) decline in revenue.

From FY26, the US RTM will report in-market depletions as opposed to shipments
to the US further aligning revenue and cash and improving efficiency and speed
to market for new initiatives. Additionally, this change will generate cost
savings of c$1m (£0.75m) over three years.

 £'m              12 months to 31 December 2025 Reported  12 months to 31 December 2025 Adjusted(1)  12 months to 31 December 2024  USA Government Shutdown Impact(2)  USA Stock Transfer (3)
 Revenue          19.9                                    19.9                                       23.6                           (2.4)                              (1.1)
 EBITDA           (2.4)                                   (1.9)                                      1.1                            (1.8)                              (0.8)
 Loss before tax  (7.0)                                   (6.5)                                      (3.1)                          (1.8)                              (0.8)

( )

(1) Adjusted EBITDA defined as earnings before interest tax, depreciation,
amortisation and non-recurring costs. The non-recurring cost in the year being
the £0.5m operational expense in January 2025 with our previous partner to
take more direct management of the US RTM

(2) Anticipated impact of government shutdown - shipments bottled and planned
prior to closure which could not ship due to the inability to receive required
COLA approval to import

(3) Impact of stock to be transferred at the end of the contract with our
previous partner, at the end of March 2026, as we change our RTM partner in
the US market

 

Financial Headlines

·   Continued effective revenue diversification, with revenue growth in
cask sales (+13%), Venues (+8%) and Single Cask Nation (+10%) mitigating a 25%
decline in Asia, where continued market and economic headwinds remain. The
Asian region for ASC is now around 50% of the size it was in 2022,
significantly impacted by economic headwinds in China over the period;
however, we remain well placed in the Asian market for when improvement in
market sentiment returns.

·    Cost management and efficiencies delivered a further £0.3m of
recurring savings in the year (excluding the non-recurring US operational
expense of (£0.5m)) - notably marketing cost per acquisition down around 1/3
year in year delivering growth in recruitment from a lower spend.

·     An organisational redesign completed in Q4 2025 will realise circa
£0.9m of gross savings in FY 2026.

·    EBITDA loss of £2.4m (2024: £1.1m profit), being a loss of £1.9m at
an adjusted level reflecting the £0.5m operational expense in January 2025 as
part of the US RTM strategic change.

·      Loss before tax of £7.0m (2024: (£3.1m)), primarily due to the US
operational impacts.

·    Cask stock holding with NBV of £28.3m (2024: £27.8m), which when
independently appraised in July 2024 was valued at £102m and a 2026 bank
valuation, on average, of 200% of NBV.

·    Successfully completed the RCF refinancing with Santander (September
2025), representing an increased facility of £13.5m at a 20bps lower headline
margin rate and no financial covenants, with a 4-year term.

 

 £'m                                 12 months to 31 December 2025  12 months to 31 December 2024

                              Note
 Revenue                      6      19.9                           23.6
 Gross profit                        11.3                           15.0
 Gross margin                        57%                            64%
 EBITDA                       7      (2.4)                          1.1
 Adj. EBITDA                  7      (1.9)                          n/a
 Loss before tax              7      (7.0)                          (3.1)
 Loss after tax                      (7.2)                          (3.3)
 Net Debt**                          (31.5)                         (25.5)
 Cask inventory               15     28.3                           27.8
 Cask inventory valuation***         n/a                            102.0

 

* Adjusted EBITDA defined as earnings before interest tax, depreciation,
amortisation and non-recurring costs

** Net debt defined as current and non-current financial liabilities less cash
and cash equivalents per the Statement of Financial Position, less interest
accrued on inventory financing.

*** Cask inventory valuation based on an independent valuation completed by
sector experts in July 2024.

 

Operational Headlines

 

·     Underlying membership was maintained in the year: UK increased 1%,
offset by 1% decline in Asia; Growth in China and Japan of 2% and 5%
respectively, was offset by decline in Taiwan of 20%.

 

 Global Membership
                    Dec 2025  Dec 2024 underlying*  % Change  Dec 2024 reported
 Europe             24,700    24,400                1%        27,400
 Americas           8,100     8,000                 -         8,000
 Asia               5,200     5,500                 (1%)      5,500
 Other              1,700     1,800                 (1%)      1,800
 Total              39,700    39,700                -         42,700

* Underlying membership excludes the c3,000 members who joined in Nov 24 on a
complimentary basis (where engagement has been exceptionally low)

 

·   Product innovation continued at pace:  Following the launch of the
Creators' Collection in 2024 and rapid expansion of our Heresy range, we
introduced our newly defined flavour profiles as part of our refreshed
Signature range in Q4 2025, enhancing the messaging and storytelling of the
range, and representing a unique and differentiated offering within the wider
whisky industry. Member engagement is strong with regard to innovations with a
number of bottlings selling out within hours or days.

·   In July 2025 we unveiled our newest ASC brand 'Artisan Casks' - a new
luxury private cask programme, enabling private individuals the chance to
purchase an individual cask to appreciate and enjoy the artisanal nature of
whisky, with early achievement of sales in 2026 building on H2-25 delivery.

·    We announced new franchise agreements in India and Vietnam, both of
which are in the top 15 Ultra-Premium Scotch Whisky markets for volume and
value (IWSR 2024), as we look to build a presence in those geographies.

·    Another year of growth in our UK Venues, up 8%, further evidence of
our members valuing the in-person experience on offer in our SMWS UK members
rooms.

 

Current Trading/Post Period Highlights

·  The start to the year has been solid, FY26 guidance remaining unchanged,
with trading in line with expectations. Cask sales growth alongside
year-on-year revenue improvements in Asia and America are offsetting a slower
start in Europe where consumer confidence remains subdued.

·     The change to the US RTM, which will take effect from April 2026,
allows us to take more direct involvement in boosting member engagement and
brand awareness that will drive membership, revenue and EBITDA growth.

·     The Group holds no direct exposure to the current conflict in the
Middle East, given we do not sell directly to any of those key geographies.
Any impact would be more indirect, relating to associated inflationary
pressures and consumer confidence.

 

Andrew Dane, CEO of Artisanal Spirits Company, commented:

"Despite persistent macroeconomic and complex geopolitical challenges, as well
as the previously announced US operational disruption at the end of the year,
ASC continues to manage the factors within its control well. We made good
strategic progress in 2025, demonstrating the strength of our brands, the
depth of our expertise and our ability to pivot and evolve.

 

"The operational platform we have in place, combined with our cost base
efficiency, more direct control over our US operations and increasingly
diversified revenue streams, positions us well to benefit as market conditions
improve. 2025 saw us further consolidate our presence in key Asian markets in
India and Vietnam, and SMWS continued to progress, underpinned by a loyal,
global membership base with around 70% member retention, demonstrating the
enduring appeal of our unique single cask and small batch spirits.

 

"Looking ahead, we continue to focus on delivering exceptional and unique
whisky, growing our membership and deepening member engagement. We will
continue to expand in international markets where the appreciation for premium
spirits and experiential brands is growing, as well as diversifying our
revenue portfolio, through the likes of Single Cask Nation and the growth in
trade cask sales to strengthen our future profit delivery.

 

"While mindful of near-term uncertainties, we remain confident in the strength
of our brands, assets, strategy and medium-term opportunity."

30 March 2026

 

Sellside analyst presentation

 

Andrew Dane, Chief Executive Officer, and Billy McCarter, Chief Financial
Officer, will host an in-person presentation for sellside equity analysts
today at 09.00 hours GMT.

 

Analysts wishing to join should register their interest by contacting:
artisanalspirts@teamlewis.com (mailto:artisanalspirts@teamlewis.com) .

 

A recording of the presentation will also be made available via the Group's
website later today.

 

Investor Meet Company presentation

 

Andrew Dane, Chief Executive Officer, and Billy McCarter, Chief Financial
Officer, will host a virtual presentation on Thursday 2 April at 10.30 hours
GMT.

 

Investors can sign up to Investor Meet Company for free and add to meet The
Artisanal Spirits Company via:
 https://www.investormeetcompany.com/the-artisanal-spirits-company-plc/register-investor
(https://www.investormeetcompany.com/the-artisanal-spirits-company-plc/register-investor)

 

Investors who already follow The Artisanal Spirits Company on the Investor
Meet Company platform will automatically be invited.

 

For further enquiries:

 The Artisanal Spirits Company plc                       https://artisanal-spirits.com/link/P3D5By

                                                       (https://artisanal-spirits.com/link/P3D5By)
 Andrew Dane, Chief Executive Officer

 Billy McCarter, Chief Financial Officer
 Panmure Liberum Limited (Nominated Adviser and Broker)

 Dru Danford                                             Tel: +44 (0)20 3100 2222

 Edward Thomas

 John More

 Team Lewis (Financial PR)

 Justine Warren                                          Tel: +44 (0)20 7802 2617 / 2634

 Hannah Scott

 

About The Artisanal Spirits Company

ASC's purpose is to captivate a global community of whisky adventurers, by
creating and selling outstanding, limited-edition whiskies and experiences
around the world, with an ambition to create a high quality, highly profitable
and cash generative, premium global business.

Based in Edinburgh, ASC owns The Scotch Malt Whisky Society (SMWS), Single
Cask Nation (SCN), J.G.Thomson (JGT) and Artisan Casks. Owning over 18,000
casks primarily comprising Single Malt Scotch Whisky, ASC's stock includes
outstanding whisky (and other spirits) from 100 different distilleries across
20 countries which is sold to members both as individual bottles and whole
casks.

With an established global presence in some 30 countries, SMWS operates a
direct-to-consumer model (90% of revenue) primarily through e-commerce, in
addition to four member rooms in the UK. SMWS provides members with inspiring
experiences, content and exclusive access to a vast and unique range of
outstanding, expertly curated Scotch malt and other whiskies.

In January 2024, ASC acquired SCN which sources, curates and bottles
single-cask whiskies and other spirits selling both online and via traditional
retail channels to its following of over 10,000 whisky enthusiasts in the
USA.SCN also retails to key international whisky markets around the world.

Launched in the UK in late 2021, JGT has a focus on outstanding small batch
blended malt whiskies and other spirits, available both through
direct-to-consumer online sales and through traditional retail channels. The
award-winning brand has subsequently expanded into international markets.

In July 2025, ASC launched Artisan Casks, a luxury private cask programme
allowing private individuals the chance to purchase an individual cask of a
quality that allows for immediate bottling and joining a select network with a
discerning appreciation for finest craftsmanship and luxury experiences.

With proven e-commerce reach and a growing family of brands, ASC is building a
portfolio of limited-edition and small-batch whisky and other spirits brands
for a global movement of discerning consumers - predominantly from outside the
UK, with an expanding presence in the other key global whisky markets
including USA, China, Europe, Japan, Australia and Taiwan.

ASC has a substantial asset backing and is delivering profitable growth and
cash generation.

Chair's Statement

Introduction

2025 has been a mixed year for the Group, as we navigated a challenging
economic and political backdrop and initiated a significant change to our US
route-to-market.

 

Artisanal Spirits celebrated its 10th anniversary in March 2025 and as I
reflect on the past 12 months, I am encouraged that, in the face of
significant headwinds, the Group has continued to build on its Scotch Malt
Whisky Society (SMWS) foundations, achieving strategic progress, engaging the
40,000 members of the SMWS and spearheading award-winning innovation, whilst
remaining true to our core purpose of delivering exceptional whisky
experiences.

 

We recognise the frustration due to the full year profit downgrade caused by
the USA government shutdown which led to the cancellation of shipments to the
USA prior to Christmas. This issue did allow us to accelerate fundamental
changes to our USA route-to-market which incurred an additional, but smaller
than anticipated, non cash financial impact while enabling material cost
savings in future years. The Board would like to thank shareholders for their
patience and continuing support.

 

ASC post IPO

Despite a persistently challenging market and economic backdrop, over the five
years since our IPO, we have successfully grown and diversified the business
with measured cost and investment management and a disciplined, strategic
approach.

 

A significant milestone was achieved in 2024 with our first full year of
positive EBITDA since listing, a testament to the team's focus on our
strategic priorities and operational efficiencies.

 

We have further expanded our international footprint, most recently building
on our presence in key Asian markets with the establishment of franchises in
India and Vietnam. In the USA, we acquired Single Cask Nation in early 2024
and then at the end of 2025 we made a fundamental change to our
route-to-market in the country giving more direct control of our operations.

 

Our strategic delivery has included a move into a clear and structured cask
sales programme, as we realise value from the surplus stocks we hold, an
opportunity which we later extended to private individuals with the launch of
the luxury private cask programme, Artisan Casks.

 

The opening of our own supply chain facility in Masterton has been another
transformative step, enabling us to become fully self-sufficient in bottling
and dispatch, enhancing our operational resilience.

 

We have invested in our whisky stock to the point where we now own over 18,000
casks, primarily comprising Single Malt Scotch Whisky, but including
outstanding whisky from 100 different distilleries across 20 countries. As a
result, the cask spirit asset base has grown over 50% over the last five
years, at a Net Book Value (NBV) level and, from an independent valuation
performed in 2024, has an inherent market value of over 3x NBV 1  (#_ftn1) .

 

Collectively, these steps since IPO have supported a circa 40 percent increase
in SMWS membership numbers and an over 50 percent increase in Group revenues
in 2024 (2025 revenues impacted by significant one-off US impacts) compared to
2020, demonstrating the strength and adaptability of our business model and
positioning us for future profitable growth.

 

2025 performance and progress

In 2025 the Group delivered a resilient year-on-year performance, in spite of
the significant impact of the cancelled shipments relating to the US
government shutdown and accelerated USA route-to-market changes alongside
ongoing macroeconomic uncertainty and associated weaker consumer demand for
premium and luxury spirits globally. SMWS has continued to evolve, underpinned
by a loyal, global membership base with around 70% member retention. This
year, underlying membership was broadly maintained, with record underlying
recruitment in the UK and China and increasing member engagement across
Europe, a testament to the enduring appeal of our unique single cask and small
batch spirits.

 

In the past year, we welcomed new franchise partnerships in India and Vietnam,
building on our previous successes in Taiwan and South Korea. Whilst entry
into the Indian market is expected to deliver marginal returns initially, we
believe the future growth potential is a key long-term opportunity for the
business as the Indian whisky market further develops and there is an expected
reduction in tariffs in 2026 from 150% to 75%, dropping to 40% over 10 years.

 

In the USA, we are initiating important changes to our route-to-market in line
with our strategy to take more direct management of our US operations over
time, as we continue to take steps to reduce the potential impact of any
tariffs. The US government shutdown in the latter part of 2025 caused a delay
to anticipated shipments at the end of FY25 which were entirely out of the
Company's control and which alongside the change to RTM and associated
operational expense had a one-off impact on the reported results for FY25 of
£3.5 million of revenue and £3.1 million of EBITDA. Importantly, this will
have no impact on in-market operations.

 

To commemorate the 10th anniversary of The Artisanal Spirits Company in March
2025 we released 260 bottles of a limited-edition 10-year-old bourbon-cask
single malt Scotch whisky, for Spirited shareholders to purchase exclusively.
We supplemented this with the introduction of a new, enhanced Spirited
shareholders benefits programme, offering additional benefits for existing
members who hold at least 1,000 shares, as well as a new tier of benefits to
those who hold at least 5,000 shares.

 

Product innovation remains at the heart of our offering. In 2025, SMWS
continued to delight members with a diverse range of single cask and small
batch releases. Following on from the launch of the Creators' Collection in
2024, towards the end of 2025 we released the new Signature range, enhancing
the messaging and storytelling of the range, and representing a unique and
differentiated offering within the wider whisky industry. This was underpinned
by the simplification of the SMWS flavour profiles ensuring that members can
easily navigate the portfolio. Our focus on quality and exclusivity has
ensured strong demand for our bottlings and reinforced our reputation for
creativity and excellence.

 

Sustainability continues to be a key pillar of our strategy. We have
maintained our commitment to responsible sourcing, efficient operations, and
reducing our environmental impact, in line with the Scotch Whisky
Association's Sustainability Strategy.

 

Celebrating continued industry recognition

Once again, the quality of our spirits was recognised by many awards from the
top competitions around the world. Among those, SMWS won five medals at The
Spirits Business Scotch Whisky Masters, seven medals in the International
Spirits Challenge and four awards from the International Wine and Spirits
Competition.

 

Single Cask Nation retained the honour of Independent Bottler of the Year in
2025 at the World of Whiskies awards.

 

Solid performance against a challenging backdrop

The Group faced a challenging situation in 2025, with significant cost
inflation in addition to difficult economic, political and market conditions.
In particular, market conditions in Asia were a major driver of the gap to
prior year.

 

While underlying membership remained broadly flat in the face of tough market
conditions, we saw revenue growth in trade cask sales, venues, and Single Cask
Nation.

 

Our exclusive SMWS Members' Rooms continued their consistently strong
performance throughout 2025, with mid to high single digit revenue growth in
each quarter of the year. Our disciplined approach to cost management and
operational efficiency has enabled us to continue investing in our strategic
priorities while supporting long-term value creation for shareholders. In the
second half of 2025 we undertook a top to bottom cost review and almost £1
million of gross annualised cost savings were identified that will start to
flow through in the Income Statement in 2026.

 

We successfully completed a new financing agreement with Santander in
September. The new agreement contains improved terms, such as a longer term,
greater headroom and lower margin than the previous facilities with another
bank.

 

Strategic priorities

Looking ahead to 2026, our strategic priorities remain clear. Delivering
exceptional and unique whisky, growing our membership and deepening member
engagement are at the forefront of our agenda, and we continue to invest in
member experiences, both in our venues and through digital channels, to foster
a strong sense of community and loyalty. We continue to look towards
international expansion where our focus is on markets in which appreciation
for premium spirits and experiential brands is growing.

 

The UK, Europe, the USA and Asia remain the priority markets and the next step
in our US strategy will take place from April when we transition the in-market
stock to our direct partners and commence the new route-to-market which we are
confident will deliver substantial recurring cost and efficiency benefits.

 

People

Our achievements in 2025 would not have been possible without the dedication,
resilience and expertise of our people. I would like to extend my sincere
thanks to the Board, executive leadership and all colleagues across the
business. Their passion for our brands and commitment to our mission are
evident in everything we do. We continue to uphold the highest standards of
governance, ensuring that our decision-making is transparent, accountable, and
aligned with the long-term interests of all stakeholders.

 

Outlook

The Group has consistently demonstrated its ability to adapt to a changing
world, and 2025 has been no exception. I remain mindful of the external
uncertainties that continue to shape our industry and the significant
headwinds the Group is facing, predominantly due to factors out of its
control. However, we are well placed to achieve future profitable growth, as
the well-held belief that the cyclical rather than structural dynamics of the
spirits market means the last few years' headwinds turn into positive
tailwinds.

 

The Board and I are grateful to our members, partners and shareholders for
their continued support and trust, and I remain confident that our strategic
initiatives and dedicated team will drive our company forward, delivering
value for our members and shareholders.

 

CEO Statement

Strategic progress and resilience a key part of FY25

2025 was a year that tested our resilience as a business, as an industry and
as a global community of whisky lovers. Despite persistent macroeconomic
challenges, a complex geopolitical environment, and the previously announced
US operational disruption at the end of the year, The Artisanal Spirits
Company continued to make strategic progress, demonstrating the strength of
our brands, the depth of our expertise, and the commitment of our people.

 

Crucially, we have maintained a relentless focus on ensuring the business is
future fit for the opportunities ahead. This included a rigorous, Group wide
emphasis on cost discipline and operational efficiency, with active steps to
streamline our cost base and embed stronger productivity across our
operations. This work is already delivering benefits, and our focus on cost
management will continue into 2026, allowing us to focus our resources on the
areas that deliver long-term growth and value creation.

 

Performance & Strategic Context

Excluding the Americas region, the Group saw a £0.4 million (c2%) decline in
revenue, with a similar sized reduction in EBITDA. Momentum in key markets
improved in H2, and we saw some strong performances within the Group,
including SMWS recruitment in UK and China, resilience in global membership
and retention, expansion of Single Cask Nation and the launch of Artisan
Casks.

 

Within the United States, while the momentum for in-market sales improved
during the year, returning to growth from Q4-25 following a c30% decline in
H1-25, the US government shutdown prevented us from completing an anticipated
£2.4 million shipment in the period, which would have delivered around £1.8
million of EBITDA. Alongside the one-off £0.5 million cost of the change in
RTM and a known stock return revenue reversal of £1.1 million (with a related
£0.8 million EBITDA effect), these non-recurring factors created a
significant temporary distortion in the reported FY25 results. Importantly,
these steps mark the final chapter of transition, and establish the conditions
for stronger, more profitable growth from FY26 onwards.

 

At the same time, continuing challenges in Asia remained a meaningful drag on
performance. However, we believe these challenges are cyclical rather than
structural, and we are now starting to see signs of stabilisation. Recent
Scotch Whisky Association export data for 2025 highlighted that the value of
global exports held relatively stable at £5.4 billion, supporting our
confidence that underlying consumer demand remains robust. The long term
drivers of premiumisation - rooted in "less but better" consumption and the
deep emotional connection consumers have with single malt whisky,
craftsmanship, provenance and experience - remain firmly intact.

 

In the meantime, we continue to have a strong focus on operational efficiency,
delivering significant cost savings and the broader shift to a leaner, more
agile operating model, and this cost discipline together with operational
efficiency will continue to be core priorities throughout 2026.

 

Progress Across Our Brands

Scotch Malt Whisky Society (SMWS)

SMWS continues to be the jewel in our crown: a unique, global whisky community
grounded in creativity, discovery and experiences. In 2025, we held membership
steady at around 40,000, underpinned by record underlying recruitment in the
UK and China and growing engagement across Europe.

 

We invested in the brand and proposition: evolving our flavour navigation,
launching the Signature range, advancing the Creators' Collection, and
redesigning the proposition with "Get Into The Good Stuff" to make our world
more accessible without compromising the depth or integrity of our whisky or
our storytelling. Member experience continues to be a powerful differentiator
- demonstrated through the outstanding performance of our Members' Rooms, each
delivering consistent mid-to-high single-digit growth.

 

Single Cask Nation (SCN)

SCN delivered another strong year, growing revenue by 10% despite a market
backdrop in the USA that remained exceptionally difficult for all Scotch
whisky importers following the introduction of tariffs. SCN's reputation is
rising around the world, recognised again in 2025 with its second consecutive
Independent Bottler of the Year award.

 

The combination of the new US route-to-market and SCN's growing appeal
positions this brand extremely well for accelerated global expansion.

 

Cask Sales & Artisan Casks

Our structured trade cask programme delivered year-on-year growth of 13%,
reinforcing its strategic role in both revenue diversification and balance
sheet optimisation. The early momentum of Artisan Casks, our luxury private
cask programme launched in July, was especially encouraging. We believe it
represents a major multi-year opportunity.

 

Global Expansion

2025 marked the expansion of our franchise model into two major international
whisky markets: India and Vietnam. These new partnerships represent long term
strategic footholds in markets with exceptional potential. Whilst we
anticipate an initial contribution in FY26 will be modest, we are confident
that our disciplined, partnership-led approach will create both brand equity
and commercial opportunity for years to come.

 

The US - Delivering a Major Strategic Transition

The USA remains the largest whisky market globally and a critical growth
frontier for ASC and we have made significant strategic progress in recent
times:

-     We completed the acquisition of SCN in early 2024;

-     We initiated the transition to direct control of SMWSA in early 2025;

-     We made the final operational shift in late 2025, with the new
route-to-market going live in April 2026.

 

Although the US shutdown created unavoidable disruption to FY25 shipments, the
foundations now in place are exactly what the business needs: greater control,
greater visibility, and improved cost efficiency, including around $1m
(£750k) of savings over the next three years. Late 2025 showed depletions
returning to growth, a significant milestone, and this has continued into
early 2026.

 

Our People & Culture

The resilience, expertise and passion of our teams across the UK, USA, China,
Europe, Japan, Australia and Taiwan and our global partners were central to
everything we achieved in 2025. Our engagement scores remain strong and our
culture continues to be one of ASC's greatest assets. Our people are the
custodians of our brands and the creators of the experiences our members love.

 

Looking Forward - A Clear Vision & Strategy

As we look ahead, we are laser-focused on delivery of our 2026 targets and our
strategic priorities remain clear:

-     Recruit, engage and retain more SMWS members worldwide;

-     Accelerate SCN's growth into new global markets and US states;

-     Realise value from our cask stock through trade and private cask
sales;

-     Expand ASC's reach, through portfolio, markets and route-to-market.

 

Alongside that, we are sharpening the articulation of who we are, why we exist
and the strategy that will deliver our long-term ambitions, through our
remarkable brands,

significant cask holdings, bottling and supply chain capability and whisky
expertise.

 

Outlook

The industry has experienced a number of years of significant headwinds;
however, we believe these are cyclical, not structural, and the signs of
stabilisation supported by global export values holding steady reinforce our
confidence in the underlying fundamentals of premium whisky.

 

The operational platform we now have, combined with our cost base efficiency,
enhanced US model, diversified revenue streams and continued global expansion,
positions us well to benefit as conditions improve.

 

While mindful of near-term uncertainties, I remain confident in the strength
of our brands, our assets, our people and our strategy. The Artisanal Spirits
Company has never been better placed to unlock the full potential of its
proposition and deliver long term value for members, customers and
shareholders.

 

CFO Statement

Impact of US Government shut-down in late 2025 and RTM change drives FY25 loss

The FY25 reported EBITDA loss was £2.4 million (FY24; £1.1 million EBITDA
profit) and a Loss Before Tax of £7.0 million (FY24; £3.1 million loss). At
an adjusted EBITDA level, the loss reduced to £1.9 million due to the
non-recurring £0.5 million operational expense made with our previous partner
in January 2025, directly linked to our taking greater management of our US
operations.

These two key events had a significant impact on the EBITDA loss in FY25.
Firstly, in addition to the £0.5 million non-recurring operational expense,
we recognised a reversal of revenue of £1.1 million (as a result of stock to
be returned), with an associated £0.8 million on EBITDA, at the end of
December 2025, for stock we expect to be returned to us at the end of March
2026, when our agreement with our current RTM partner expires. This change
allows us the ability to progress with new partners in the market that not
only gives ASC more direct control to drive growth in the market, but also
realises around $1 million (£750k) of savings over a three-year period.

Secondly, due to the US government shutdown in Q4 2025, we were unable to
complete an anticipated £2.4 million worth of shipments, which would have
represented around £1.8 million of EBITDA. The shutdown particularly impacted
our operations due to the unique model of the Society's limited-edition
whiskies, with each new bottle in the shipment requiring a Certificate of
Label Approval (COLA) which could not be obtained as the relevant US
government body was closed.

 

Revenue diversification and cost efficiencies remained key in FY25

Revenue Diversification

Revenue in the year was £19.9 million, down £3.7 million on the prior year,
with the majority of the reduction related to the £3.5 million impact of the
two key US impacts (£3.5m impact of the £3.2m Americas region decline).

Outwith the US impacts, encouraging growth continues to be delivered within
the recent strategic additions to the Group: Cask Sales and Single Cask
Nation, up £0.5 million (13%) and £0.1 million (10%) respectively.

The marginal revenue decline of 2% (excluding the Americas) in year was
predominantly driven by Asia - a region that witnessed a 25% decline in 2025,
now around 50% of the size it was in 2022. However, we remain well placed in
the Asian market for when improvement in market sentiment returns.

Cost base management and efficiencies

Building on cost savings achieved in 2024, we achieved further net cost
savings in 2025 of £0.3 million (excluding the cost of the £0.5 million
previous partner operational expense) maintaining a key focus on the right
sizing of the business during continued challenging trading conditions.

Selling & Distribution Expenses

This area represented the greatest level of savings in year, totalling £0.8
million. The largest element was within Advertising and Promotion (A&P)
(£0.6 million) ensuring the greatest return on investment possible, with a
focus on membership recruitment and retention, resulting in a reduction of 25%
to £1.7 million (FY24: £2.3 million).

Depreciation was slightly up on FY24 at £1.7 million (FY24: £1.6 million)
through IFRS16 depreciation increase as FY25 was the first full year in the
Edinburgh George Street HQ.

The net FX loss in year was £0.1 million relating to USD and £0.3 million in
JPY (FY24: £0.1 million).

The FX impact is managed closely with hedging where required.

Future cost opportunities that exist within the Group, include a reduction in
depreciation from FY27 onward of around £0.6 million, as the Masterton
facility depreciation ends and for every +/-0.25% base rate interest movement,
an indicative saving of +/-£80k would be achieved.

As a group, we also currently hold a £5.5 million unrecognised deferred tax
asset.

 Administrative Expenses

Excluding the non-recurring item of £0.5 million operational expense in the
US operations, overheads reduced by £0.1 million.

Payroll saw an increase of 8% year on year with £0.6 million of cost from
direct employment of the SMWSA team, previously recorded as the commission
cost paid to the third-party partner in the USA. £0.1 million represented
increased NI cost.

Outwith these costs, payroll was flat year on year at £7.1 million (FY24:
£7.1 million), with efficiency savings to offset around £0.2 million impact
of employee pay increases.

                                        Selling & Distribution Expenses         Administrative Expenses
                                        2025                2024                2025          2024

                                        £'000               £'000               £'000         £'000
 Commission                             491                 1,071               -             -
 Advertising & Promotion (A&P)          1,737               2,297               -             -
 Depreciation                           1,672               1,627               -             -
 FX Loss                                419                 118                 -             -
 Overheads                              -                   -                   3,859         3,485
 Payroll                                -                   -                   7,735         7,143
 Total                                  4,317               5,114               11,595        10,628

*  Represents payroll cost within Overheads (noting catering employee payroll
costs sits within Cost of Goods Sold)

 

Regional Review

Europe

As the home of SMWS, the European region comprises UK online, UK Venues,
Europe and our two franchise markets, Denmark and Switzerland.

Membership numbers closed the year in Europe around 25,000, with 17,500 UK
members, the remainder based in Europe. The closing 2025 position was down 8%
on prior year; however, discounting around 3,000 members who temporarily
joined via a complimentary code at the end of 2024 (of which around 80% did
not renew), membership increased by 3% year on year. FY25 was a strong year
for new members in the UK - achieving almost 5,000 new members, alongside a
steady retention rate of around 70%.

Trading performance was mixed in the region with a notable strong performance
in Venues, achieving year-on-year growth of 8%, highlighting the importance of
experience in the current trading climate, boosted by changes in our catering
approach with the premium food offering elevating the whisky experience.
However, UK online and EU online sales, down 3% and 10% respectively,
mirroring the current challenges in the global whisky industry.

Cask sales remained a strategic area for the business, with continued trade
sales, alongside the launch in 2025 of the new luxury, private cask programme,
Artisan Casks. Cask sales overall achieved growth of 13%, achieving a total of
£4.7 million of revenue (FY24: £4.2 million). The opportunity for further
growth in 2026 exists as Artisan Casks delivers in its first full year.

Americas

The Americas region includes The Scotch Malt Whisky Society America (SMWSA)
brand and the 2024 acquired Single Cask Nation (SCN) brand, as well as the
franchises in Canada and Mexico. SMWSA membership was up marginally, 1%, to
around 8,000 members, and saw an increase in retention from 63% to 65%,
supported by the recent loyalty scheme launch.

SMWSA shipments trading was significantly impacted by the US government
shutdown and the change in RTM. Without the government shutdown, we estimate
that revenue would have been broadly flat YoY. At a depletions level, the US
market remains challenging, recently highlighted by SWA export data showing a
15% volume drop in exports to the market in the period May to December 2025,
following the introduction of 10% tariff on Scotch Whisky imports in the US in
April 2025. SMWSA depletion volumes were down around 14% and revenue down
around 20%, but encouragingly, momentum improved during the year (down 4% in
H2, vs 34% in H1) and returned to growth from Q4-25.

SCN recorded another year of growth in 2025, following its strong first year
within the Group, delivering revenue growth of 10% to £0.8 million (FY24:
£0.7 million).

With the last stage of the US RTM strategy taking effect from April 2026, we
remain confident that we can drive revenue and profit growth through a
significant membership increase and an optimised RTM cost base, saving $1
million (£750k) over the next three years. We will continue to support the
SWA in engagement to achieve removal of the 10% tariff on Scotch Whisky
imports.

Asia

Our key Asian markets consist of China, Japan, Taiwan and our franchise
partners in Korea, Malaysia and SE Asia. In 2025 we announced the introduction
of two new franchises in Vietnam and India. Although we anticipate that
initial returns will be marginal, the Indian tariff reduction from 150% to 75%
in 2026, reducing to 40% over 10 years, should help stimulate the market.
India, particularly, remains a long-term strategic opportunity for the Group.

Membership in the region finished the year around 5,000 members, down 4% on
prior year, predominantly as a result of lower retention levels in Taiwan.
China and Japan saw membership growth of 2% and 5% respectively.

The region witnessed another year of challenging market conditions, recording
a revenue decline of 25%, similar to that witnessed in 2024, across all
markets in the region.

Rest of World (RoW)

The other markets within SMWS consist of our wholly-owned subsidiary in
Australia and franchise operations in New Zealand and South Africa.

Australia, representing around 84% of the RoW category, saw a 11% decline in
revenue, RoW region in total achieving £0.9 million in year (FY24: £1.0
million). Membership in the region was also down 8%.

Share member schemes and EPS

No new share options were awarded in 2025. Our Earnings per Share (EPS) at the
end of 2025 was (10.3p), (2024: (4.6p)).

Balance Sheet strength supported by our cask spirit holding

Our balance sheet contains net assets of £7.7 million (FY24: £15.1 million),
the movement reflecting the loss in year, impacted by the US operational
change and US government shutdown.

The strength of our balance sheet remains in significant cask spirit holding
of £28.3 million, representing the net book value paid for the over 18,000
casks that we currently hold. This is further strengthened when we consider
the inherent value of those casks, which are most tangibly supported by two
key comparators completed by independent valuers: 1) appraisal value based on
market recovery within 180 days, and 2) appraisal value based on normal
trading approach over a longer term, circa five-year period.

Appraisal based on market recovery within 180 days applies an average
valuation to NBV of around 200% the most recent valuation completed in early
2026.

An appraisal based on a longer term market recovery was completed on around
18,000 casks in July 2024 and attracted a valuation to NBV of over 300%.

As a result, from the NBV of around £28 million, we have inherent values of
between £50 million to £100 million. This is important to understand when we
consider our net debt levels and the current valuation of the business, the
former considered manageable against the inherent valuation and the latter
considered to not fully incorporate the inherent value, with market cap of
around £24 million and an enterprise value of around £55 million.

Net debt in the year increased to £31.5 million (2024: £25.5 million), the
increase a result of the adjusted EBITDA loss recognised in the year alongside
interest cost of £2.2 million, £0.5 million of US operational expense and
£0.8 million of spirit and wood spend. This lower level of spirit and wood
spend (representing around 1/3 of the 2024 level, 1/5 of the 2023 level and
the lowest level since our IPO in 2021) is a key objective as we reduce net
investment here to support our aim of net cash generation - the intention for
FY26 where profitability delivery will drive the achievement.

Our wider capital allocation approach, alongside our aim of measured and
steady net debt reduction, is a balanced one that recognises the opportunities
to drive growth through operational investment in driving membership growth
and to remain open to opportunities with regards to spirit investment, where
and when applicable.

Successful refinancing of banking facilities

In September 2025 we successfully signed a new financing agreement with
Santander plc to replace, and on preferential terms, the revolving credit
facility (RCF) which was due to expire on 19 June 2026.

The new financing agreement represents an increased facility of £13.5 million
at 20bps lower headline margin rate and no financial covenants, covering a
4-year term. Following completion, The Royal Bank of Scotland RCF of £21.5
million was completely repaid, alongside the remaining term loan and Lombard
cask wood funding, totalling £0.5 million.

The Company's remaining borrowings with Fero (formerly Ferovinum), outwith the
new Santander facility, totalling £6.3 million at December 2025, will be
repaid as each tranche reaches the 2-year tenor, with the final repayment due
in August 2026.

Optimism for the future

FY25 has very much been a year of transition, particularly with regard to the
strategic change in the US RTM. This change which becomes fully effective from
April 2026 gives us the opportunity to move forward and achieve greater
trading penetration in the US market, through increased awareness of the SMWS
and growth in membership as we take greater control of our ability to reach
and engage new members, alongside substantial cost efficiencies.

In the coming year, we believe the work we have completed in recent years
around our diversifying revenue portfolio, notably the acquisition of Single
Cask Nation and the growth in trade cask sales, which will be further
supported in FY26 by the Artisan Casks luxury cask programme, will strengthen
our future profit delivery, given that we remain at 0.4% of the Ultra-Premium
Scotch Whisky market which in 2024 was valued at $7.6 billion.

 

Consolidated Statement of Comprehensive Income for the year ended 31 December
2025

                                                                  2025      2024

                                                          Notes   £'000     £'000
 Revenue                                                  6       19,867    23,601
 Cost of sales                                                    (8,596)   (8,576)
 Gross profit                                                     11,271    15,025
 Selling and distribution expenses                                (4,317)   (5,114)
 Administrative expenses                                          (11,595)  (10,628)
 Finance costs                                                    (2,448)   (2,461)
 Other income                                             9       59        36
 Loss on ordinary activities before taxation              7       (7,030)   (3,142)
 Taxation                                                 11      (218)     (109)
 Loss for the year                                                (7,248)   (3,251)
 Other comprehensive income:

 Items that may be reclassified to profit or loss:

 Movements in translation reserve                                 (61)      (71)
 Tax relating to other comprehensive loss                         -         -
                                                                  (61)      (71)
 Total comprehensive loss for the year                            (7,309)   (3,322)

 Loss for the year attributable to:

 - Owners of parent company                                       (7,274)   (3,300)
 - Non-controlling interest                                       26        49
                                                                  (7,248)   (3,251)

 Total comprehensive loss for the year attributable to:

 - Owners of parent company                                       (7,335)   (3,371)
 - Non-controlling interest                                       26        49
                                                                  (7,309)   (3,322)
 Basic EPS (pence)                                        12      (10.3p)   (4.6p)
 Diluted EPS (pence)                                      12      (10.3p)   (4.6p)

 

 

Consolidated Statement of Financial Position as at 31 December 2025

                                                      2025     2024

                                              Notes   £'000    £'000
 Non-current assets

 Investment property                                  -        285
 Property, plant and equipment                13      9,581    10,734
 Intangible assets                                    2,183    2,352
                                                      11,764   13,371
 Current assets

 Inventories                                  15      32,242   31,768
 Trade and other receivables                          3,055    4,286
 Cash and cash equivalents                            1,478    2,868
                                                      36,775   38,922
 Total assets                                         48,539   52,293

 Current liabilities

 Trade and other payables                             2,763    3,459
 Current tax liabilities                              762      705
 Financial liabilities                        19      7,024    3,032
 Lease liability                              21      586      513
                                                      11,135   7,709

 Net current assets                                   25,640   31,214
 Non-current liabilities

 Financial liabilities                                26,772   25,938
 Lease liability                                      2,294    2,920
 Deferred tax liabilities                             -        -
 Provisions                                           686      670
 Total non-current liabilities                        29,752   29,528
 Total liabilities                                    40,887   37,237
 Net assets                                           7,652    15,056

 Equity

 Called up share capital                              177      176
 Share premium account                                15,308   15,255
 Translation reserve                                  (271)    (211)
 Retained earnings                                    (7,664)  (424)
 Cash flow hedge reserve                              -        -
 Equity attributable to owners of the parent          7,550    14,796

 Non-controlling interest                             102      260
 Net assets                                           7,652    15,056

 

Consolidated Statement of Changes In Equity as at 31 December 2025

 £'000                                       Called up share capital  Share premium account  Retained earnings  Cash flow hedge reserve  Translation reserve  Other      Total controlling interest  Non-                   Total

                                                                                                                                                              reserves                               controlling interest   equity
 Balance at 31 December 2023                 176                      15,255                 2,789              -                        (140)                -          18,080                      195                    18,275
 Issue of share capital                      -                        -                      -                  -                        -                    -          -                           -                      -
 (Loss)/profit for the period                -                        -                      (3,300)            -                        -                    -          (3,300)                     49                     (3,251)
 Share-based compensation                    -                        -                      135                -                        -                    -          135                         -                      135

(Note 25)
 Transactions with non-controlling interest  -                        -                      (48)               -                        -                    -          (48)                        16                     (32)
 Other comprehensive loss                    -                        -                      -                  -                        (71)                 -          (71)                        -                      (71)
 Balance at 31 December 2024                 176                      15,255                 (424)              -                        (211)                -          14,796                      260                    15,056
 Issue of share capital                      1                        53                     -                  -                        -                    -          54                          -                      54
 (Loss)/profit for the period                -                        -                      (7,274)            -                        -                    -          (7,274)                     26                     (7,248)
 Transaction with non-controlling interest   -                        -                      -                  -                        -                    -          -                           (184)                  (184)
 Share-based compensation                    -                        -                      33                 -                        -                    -          33                          -                      33

(Note 25)
 Other comprehensive loss                    -                        -                      -                  -                        (60)                 -          (60)                        -                      (60)
 Balance at 31 December 2025                 177                      15,308                 (7,664)            -                        (271)                -          7,550                       102                    7,652

 

 

Consolidated Statement of Cash Flows as at 31 December 2025

 

                                                                   2025      2024

                                                           Notes   £'000     £'000
 Loss for the year after tax                                       (7,248)   (3,251)

  Adjustments for:

 Taxation charged                                                  218       109
 Finance costs                                                     2,278     2,293
 Interest income                                                   (2)       (1)
 Movements in provisions                                           16        16
 Share-based payments                                              33        135
 Investment property fair value movement                           -         (20)
 Investment property gain on disposal                              -         (14)
 Lease interest                                                    154       151
 Non-cash currency gains and losses                                349       -
 Depreciation of tangible assets                                   1,397     1,308
 Amortisation of intangible assets                                 223       321

                                                                   247       (560)

 Movements in working capital:

 Increase/(decrease) in inventory
 Decrease/(increase) in trade and other receivables                151       486
 (Decrease)/increase in trade and other creditors                  27        1
 Cash flow (absorbed by)/from operations                           (2,157)   974
 Income taxes paid                                                 (163)     (104)
 Interest paid excluding lease interest                            (2,158)   (1,676)
 Net cash outflow used in operating activities                     (4,478)   (806)

 Cash flow from investing activities

 Purchase of intangible assets                                     (61)      -
 Purchase of property, plant and equipment                         (718)     (948)
 Sale of investment property                                       285       169
 Sale of property, plant and equipment                             21        19
 Cash paid to acquire trade and assets of J&J Spirits              (201)     (238)
 Interest income                                                   2         1
 Net cash (used in)/generated from investing activities            (672)     997

 Cash flows from financing activities

 Share issue                                                       53        -
 Transactions with non-controlling interest                        -         (16)
 Dividend paid to non-controlling interest                         (184)     (213)
 Asset backed lending received                                     2,903     4,343
 Repayment of asset backed lending                                 (3,550)   (116)
 Drawdown of Santander RCF                                         27,829    -
 Repayment of Santander RCF                                        (1,057)   -
 Drawdown of Natwest RCF                                           1,000     500
 Repayment of Natwest RCF                                          (21,500)  -
 Repayment of loan                                                 (966)     (487)
 Repayment of leases                                               (707)     (504)
 Net cash from financing activities                                3,821     3,507

 Net increase/(decrease) in cash and cash equivalents              (1,329)   1,704
 Foreign currency translation                                      (61)      (71)
 Cash and cash equivalents at beginning of year                    2,868     1,235

 Non-controlling interest movement                                 -         -
 Cash and cash equivalents at end of year                          1,478     2,868

 Relating to:

 Bank balances and short term deposits                             1,478     2,868

Notes to the Financial Statements

 

1) Basis of preparation

The condensed interim financial information presents the consolidated
financial results of The Artisanal Spirits Company plc and its subsidiaries
(together the "Group") for the twelve months ended 31 December 2025 and the
comparative figures for the twelve months ended 31 December 2024.

 

The Group's consolidated financial statements have been prepared on a going
concern basis under the historical cost convention; in accordance
with UK adopted International Accounting Standards.

 

This statement does not include all the information required for the annual
financial statements and should be read in conjunction with the Annual Report
& Accounts.

 

The financial information set out above does not constitute the company's
statutory accounts for 2025 or 2024. The statutory accounts for 2024 have been
delivered to the Register of Companies, and those for 2025 will be delivered
in due course. The independent auditor has reported on these accounts, their
reports were (i) unqualified, (ii) did not draw attention to any matter by way
of emphasis without qualifying their report and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.

 

This announcement was approved on behalf of the Board on 27 March 2026.

 

2) Accounting Policies

The accounting policies applied in preparing the condensed consolidated
financial information are the same as those applied in the preparation of the
Annual Report and Accounts for the year ended 31 December 2025, and those
applied in the preparation of the Group's Historical Financial Information
included within the Company's Admission Document.

 

3) Going concern

The Directors are, at the time of approving the financial statements,
satisfied that the Group and Company have adequate resources to continue in
operational existence for a period of at least 12 months. Thus, they continue
to adopt the going concern basis of accounting in preparing the financial
statements.

The Group meets its day-to-day working capital requirements from a revolving
credit facility of £35.0m together with cash balances. The Group has further
access to a £15.0m inventory financing facility which can be drawn upon if
required, subject to the maximum borrowings cap under the revolving credit
facility. The revolving credit facility was established in September 2025 and
is not due for renewal until September 2029 whilst the inventory financing
facility has an evergreen term. The revolving credit facility has no attached
financial covenants and carries a maximum borrowing cap combined with the
inventory financing facility of £35.0m.

In the context of the above, the Directors have prepared cash flow forecasts
for the period to 30 April 2027 which indicate that, taking account of
reasonably plausible downside scenarios, the Group will have sufficient funds
to meet its liabilities as they fall due for that period.

The Directors have assessed the potential future impacts of geopolitical risk
and have modelled scenarios as follows:

1.         A base cash flow forecast. The 2026 figures in this forecast
are based on the Group's 2026 budget, which is compiled using board approved
forecasts and reflecting current performance, expected revenue growth and
membership retention. The 2027 figures in the base cash flow forecast assume
flat performance on 2026. This base case assumes a more prudent growth
trajectory than in previous years, with organic market growth rate at single
digit, supported by full year delivery of strategic initiatives secured. Cost
inflation has been considered and additional costs have been included to
account for increased wage inflation.

2.         A severe, but plausible downside scenario. The Directors have
also prepared a sensitised forecast which considers the impact of certain
severe but plausible downside events, when compared to the base case. This
severe but plausible downside scenario assumes a global economic downturn,
exacerbated by a geopolitical shock event with a resultant shut down of Asian
operations impacting revenue in the region of £5m per annum, together with an
associated reduction in global sales based on recent experience from other
economic downturns. Under this scenario, one-off costs to implement the
required cost-base reductions are assumed in the impacted markets.

In this scenario, capital expenditure has been reduced, investment in spirit
and wood continues as per current forecasts, albeit at a lesser level than in
previous years. Throughout the severe but plausible downside scenario the
Group would remain within its facility limits and in compliance with the
relevant covenants, with further cash mitigation opportunities available
through capital expenditure, spirit and wood investment.

The Directors are mindful of the potential impacts to macro-economic
conditions and further risk of disruption to supply chains that the ongoing
geopolitical uncertainty including conflict in the Middle East presents, the
role of significant cask sale cash inflows, and the subjectivity of future
forecasts to changing customer demand, and after assessing the risks do not
believe there to be a material risk to going concern. Based on the above, the
Directors are confident that the Group and Company will have sufficient funds
to continue to meet their liabilities as they fall due for at least 12 months
from the date of approval of the financial statements, and therefore the
Directors believe it remains appropriate to prepare the financial statements
on a going concern basis.

 

4) Principal risks and uncertainties

The principal risks and uncertainties affecting the Group are separately
disclosed in the Annual Report & Accounts.

 

5) Dividends

No dividend was declared or paid during the period (prior period £nil).

 

6) Operating Segments

As the business has grown the level of information presented to the chief
operating decision maker has continued to develop to better support business
needs and inform decision making. The geographical markets in which the Group
operates are allocated to a business segment, consistent with the internal
reporting provided to the chief operating decision-maker.

The chief operating decision maker has been identified as the Board of
Directors, which is responsible for developing strategy and leading its
execution. The Board includes the Chief Executive Officer, Chief Financial
Officer, Chair and Non-Executive Directors.

The Group is organised in three distinct geographical segments for which
summarised management information is available to the Board plus a fourth
segment which makes up the rest of the world. These geographical markets as
set out in the table overleaf represent the operating segments of the Group.
Australia, New Zealand and South Africa, which do not sit within the
identified geographical segments, are aggregated and presented within Other.
Whilst Central costs are not considered at an operating segment level, they
are reported to the Board and are included to aid reconciliation to the
Consolidated Statement of Comprehensive Income. Sales are allocated to the
geographical market in which the sale is fulfilled. The Board receives monthly
financial information to a Gross Profit level, in addition to Central Costs,
and utilise this information to monitor performance and allocate resources.

 

 2025                              Europe   Asia     Americas  Other    Group

                                   £'000    £'000    £'000     £'000    £'000
 Revenue                           14,596   3,144    1,268     860      19,867
 Cost of Sales                     (6,108)  (1,102)  (990)     (397)    (8,596)
 Gross Profit                      8,488    2,042    277       464      11,271
 Selling & distribution costs                                           (4,317)
 Administrative costs                                                   (11,595)
 Finance Costs                                                          (2,448)
 Other income                                                           59
 Loss before tax                                                        (7,030)
 Taxation                                                               (218)
 Net Loss                                                               (7,248)

 

 

 2024                              Europe   Asia     Americas  Other    Group

                                   £'000    £'000    £'000     £'000    £'000
 Revenue                           13,785   4,191    4,657     968      23,601
 Cost of Sales                     (5,826)  (1,243)  (1,086)   (421)    (8,576)
 Gross Profit                      7,959    2,948    3,571     547      15,025
 Selling & distribution costs                                           (5,114)
 Administrative costs                                                   (10,628)
 Finance Costs                                                          (2,461)
 Other income                                                           36
 Loss before tax                                                        (3,142)
 Taxation                                                               (109)
 Net Loss                                                               (3,251)

 

The Board does not receive a segmental breakdown of assets and liabilities,
depreciation or capital expenditure.

Within Europe, the UK represents the largest market, split UK Online and UK
Venues, delivering £2.9 million (2024: £3.2 million) and £4.4 million
(2024: £4.1 million), respectively.

In the Americas region, the largest market being the USA, shipment sales of
£0.6 million were 86% lower than the prior year (2024: £4.0 million), with
in-market depletions 17% lower than the prior year.

China represents the largest market in Asia, revenue in the year of £1.9
million (2024: £2.4 million) was a 18% decline on the prior year, impacted by
the economic headwinds within the market.

Other is predominantly represented by Australia, with revenue of £0.7 million
(2024: £0.8 million).

An analysis of the Group's revenue by product category is as follows.

 

                                     2025     2024

                                     £'000    £'000
 Revenue from sale of whisky         14,399   18,291
 Membership income                   1,611    1,794
 Revenue from sale of other spirits  178      125
 Member rooms                        2,359    2,218
 Events and tastings                 1,091    953
 Other                               228      220
 Total revenue                       19,867   23,601

 

Other includes revenue from sales of merchandise, rental income from
investment properties, shipping charges billed to customers, and income from
bottling services provided to third parties. Membership income is recognised
evenly over the membership period.

7) Loss for the year

The Group measures its performance using EBITDA and Adjusted EBITDA, which are
non-GAAP measures. EBITDA and adjusted EBITDA are reconciled to statutory loss
before tax as below:

 

                                                                   2025     2024

                                                                   £'000    £'000
 Operating loss is stated after charging:
 Amortisation of intangible assets                                 223      321
 Depreciation on tangible assets                                   1,397    1,308
 Cost of inventories recognised as an expense                      6,165    6,000
 Net foreign exchange loss                                         419      58
 Reconciliation of adjusted EBITDA:
 Loss on ordinary activities before taxation                       (7,030)  (3,142)
 Add back; Net foreign exchange loss                               419      -
 Add back; Depreciation of tangible assets                         1,397    1,308
 Add back; Depreciation of production assets within cost of sales  156      123
 Add back; Amortisation of intangible assets                       223      321
 Add back; Finance Costs - interest on loans                       2,278    2,293
 Add back; Finance Costs - leases                                  154      151
 EBITDA                                                            (2,403)  1,055
 Exceptional and non-recurring costs (Note 10)                     478      -
 Adjusted EBITDA                                                   (1,925)  1,055

 

Adjusted EBITDA and loss for the year are stated after including £nil (2024:
£0.1m) of share based payment costs. Finance costs as stated above total
£2,432k and exclude £16k of provision discount unwind costs, included within
finance costs in the Income Statement.

8) KPI's

 

 2025                  Revenue(1)  Year End  Average   Annual      Annual          Retention  Expected   LTV

                       £'000       Members   Members   Revenue/    Contribution/   %          Years(3)   (Members)

                                                       Member £    Member £(2)                           £(4)
 Europe                9,566       24,715    26,670    359         174             66%        3.0        514
 Asia                  3,051       5,157     5,140     594         381             64%        2.8        1,071
 Americas              707         8,085     7,929     89          (4)             64%        2.8        (12)
 Other                 822         1,699     1,765     466         241             75%        4.0        954
 Total                 14,145      39,656    41,504    341         168             66%        2.9        492
 Change vs prior year  (26%)       (7%)      2%        (28%)       (38%)           (7%)       (15%)      (47%)

 

 

 2024      Revenue(1)  Year End  Average   Annual      Annual          Retention  Expected   LTV (Members)

           £'000       Members   Members   Revenue/    Contribution/   %          Years(3)   £(4)

                                           Member £    Member £(2)
 Europe    9,911       27,359    24,979    397         183             74%        3.9        705
 Asia      4,166       5,455     5,265     791         552             75%        4.0        2,187
 Americas  4,179       8,041     8,410     497         345             63%        2.7        943
 Other     968         1,867     1,917     505         281             72%        3.5        997
 Total     19,224      42,722    40,571    474         269             71%        3.4        927

 

1 Total revenue excludes sales totalling £5,722k (2024: £4,377k) which
relate to trade cask sales, Artisan Casks, JG Thomson and Single Cask Nation,
and are unrelated to membership proposition.

2 Contribution is a non-IFRS measure, and is defined by Management as Gross
Profit less Commission paid on sales.

3 Expected Years is a non-IFRS measure, and is defined by Management as one
divided by one minus retention 1/(1-r%).

4 Lifetime Value (LTV) is a non-IFRS measure, and is defined as Annual Gross
Profit per member, multiplied by expected years.

9) Other operating income

               2025     2024

               £'000    £'000
 Other income  59       36
               59       36

 

Other income in 2025 and 2024 relate to refunds of previously overpaid
expenses in SMWS China.

10) Exceptional and non-recurring costs

 

                       2025     2024

                       £'000    £'000
 US operating expense  478      -
                       478      -

 

For the year ended 31 December 2025, non-recurring costs of £478k were
incurred in relation to taking more direct management of the Group's
SMWS America Business. The cost incurred incorporates the cost to compensate
the previous supplier for finding and training revenue‑generating employees.

11) Taxation

                                         2025     2024

                                         £'000    £'000
 Current income tax
 UK corporation tax
 Adjustment in respect to prior periods  -        -
 Foreign tax                             218      109
 Current tax charge                      -        -
 Deferred tax
 Deferred tax charge                     -        -
 Tax on ordinary activities              218      109

 

12) Earnings per Shares (EPS)

                               2025        2024

                               £'000       £'000
 Earnings used in calculation  (7,274)     (3,320)
 Number of shares              70,732,443  70,559,774
 Basic EPS (p)                 (10.3p)     (4.6p)
 Number of dilutable shares    75,438,906  76,058,111
 Diluted EPS (p)               (10.3p)     (4.6p)

 

All dilutable potential shares relate to share options. A loss per share is
not diluted. The number of shares and number of dilutable shares shown
represent the weighted average for the period.

13) Property, plant and equipment

 

                             Land and    Land and    Leasehold      Fixtures,                Cask wood  Right-of use  Total

                             buildings   buildings   improvements   fittings and equipment   £'000      asset         £'000

                             freehold    leasehold   £'000          £'000                               £'000

                             £'000       £'000
 Cost or valuation
 As at 31 December 2023      678         1,441       503            4,962                    4,289      4,505         16,378
 Additions                   -           -           25             144                      779        1,159         2,107
 Disposals                   -           -           -              (19)                     -          -             (19)
 As at 31 December 2024      678         1,441       528            5,087                    5,068      5,664         18,466
 Reallocation                1           1           (1)            -                        1          1             3
 Additions                   -           25          -              35                       658        -             718
 Disposals                   -           -           -              (50)                     -          (10)          (60)
 As at 31 December 2025      679         1,467       527            5,072                    5,727      5,655         19,127

 Accumulated depreciation
 As at 31 December 2023      196         1,167       353            2,019                    662        1,555         5,952
 Charge for the year         15          53          51             844                      237        579           1,779
 As at 31 December 2024      211         1,220       404            2,863                    899        2,134         7,731
 Charge for the year         25          73          29             830                      262        639           1,858
 Reallocation/remeasurement  -           -           (8)            7                        -          5             4
 Released on disposal        -           -           -              (47)                     -          -             (47)
 As at 31 December 2025      236         1,293       425            3,653                    1,161      2,778         9,546
 Net book value
 As at 31 December 2024      467         221         123            2,224                    4,169      3,530         10,734
 As at 31 December 2025      443         174         102            1,419                    4,566      2,877         9,581

 

£262k (2024: £226k) of the depreciation charge for cask wood, alongside
£90k (2024: £62k) of the depreciation charge for fixtures, fittings and
equipment and £66k (2024: £66k) of the depreciation charge for right-of-use
assets have been capitalised as costs of stock. The remaining balance has been
expensed to the Statement of Comprehensive Income.

Leases are in relation to the Group's supply chain facility at Masterton Bond,
the Group's Head Office in Edinburgh, and venues at Queen Street in Edinburgh
and Bath Street in Glasgow.

Right of use assets included in the Consolidated Statement of Financial
Position were as follows.

                             Venues  Supply     Head       Total

                                      Chain      office

                                     Facility
 As at 31 December 2023      1,145   1,805      -          2,950
 Additions                   75      -          1,084      1,159
 Depreciation                (201)   (232)      (146)      (579)
 At 31 December 2024         1,019   1,573      938        3,530
 Remeasurement/reallocation  -       -          (14)       (14)
 Depreciation                (209)   (232)      (198)      (639)
 At 31 December 2025         810     1,341      725        2,877

 

Lease Liabilities included in the Consolidated Statement of Financial Position
were as follows.

                               Venues  Supply Chain  Head office  Total

                                       Facility
 As at 31 December 2023        1,131   1,828         -            2,959
 Additions                     37      -             789          826
 Interest payment              63      44            44           151
 Repayment of lease liability  (249)   (255)         -            (504)
 At 31 December 2024           983     1,617         833          3,433
 Additions                     -       -             (11)         (11)
 Interest payment              55      44            55           154
 Repayment of lease liability  (249)   (255)         (192)        (696)
 At 31 December 2025           789     1,406         685          2,880

 

14) Business Combinations

In the prior year, on 3 January 2024 the Group acquired 100% of the trade and
trading assets of J&J Spirits, trading as Single Cask Nation. Single Cask
Nation is a US-based membership society that purchases single cask whiskies
and other spirits to distribute and sell direct to consumers and through
retail and distribution channels in the USA, UK, Germany, Sweden, Japan,
Israel and Canada.

During 2025, deferred consideration to the sellers of £201k was settled in
line with the earn-out agreement based on metrics relating to revenue, EBITDA
and total members (2024: £78k).

Details of the acquisition as disclosed in 2024 are as set out below:

                                                       2024

                                                       £000
 Purchase consideration:
 Cash paid                                             160
 Deferred consideration                                307
                                                       467
 Less: fair value of identifiable net assets acquired  (248)
 Intangible asset recognised                           219

 

Goodwill recognised is attributable to the workforce assumed with the
acquisition, and synergies expected to be achieved as part of the Group.

Deferred consideration recognised is contingent upon the future revenue,
profitability and membership growth in the acquired business during the
financial years 2024 and 2025. This comprises a base earn out and stretch
target with the amount payable ranging from £nil to £397k. The deferred
consideration recognised on acquisition of £307k was valued based on forecast
trading performance at the acquisition date.

The fair value of net assets acquired comprise:

                                    2024

                                    £000
 Cask whisky and other spirits      99
 Bottled stock and other inventory  74
 Customer list intangible           75
                                    248

 

15) Inventories

                  Group             Company
                  2025     2024     2025     2024

                  £'000    £'000    £'000    £'000
 Cask Goods       28,256   27,810   -        -
 Bottled stock    2,274    2,515    -        -
 Other inventory  1,712    1,443    -        -
                  32,242   31,768   -        -

 

The cost of inventories recognised as an expense during the year was £6,165k
(2024: £6,000k). The cost of inventories recognised as an expense includes
£160k (2024: £39k) in respect of write-downs of bottled stock and other
inventory. Included within Other Inventory is £304k of inventory previously
sold to and held by a third party customer, to which the Group expects to
apply a repurchase provision at the end of a contracted period in March 2026.
The value of inventory expected to be recovered is based on the original cost
of the inventory at sale. This comprises finished goods which will be used for
resale.

 16) Financial liabilities

 

                              Group             Company
                              2025     2024     2025     2024

                              £'000    £'000    £'000    £'000
 Inventory Secured RCF        26,772   20,500
 Inventory financing          7,024    7,505
 Bank loans                   -        950      -        225
 Other loans                  -        15       -        15
 Financial liabilities        33,796   28,970   -        240
 Lease liabilities            2,880    3,433    2,092    2,450
 Total financial liabilities  36,676   32,403   2,092    2,690

 

Inventory secured RCF The revolving credit facility (RCF) with Santander was
drawn in September 2025, replacing the previously extant facility with RBS.
The new facility is secured by a bond and floating charge over eligible
inventory within the Group. The availability of funds under the facility
agreement is linked to a calculation of eligible inventory, being the casked
goods component of inventory assets. Interest under the Santander facility
agreement is calculated at a rate of 2.05% over the prevailing Bank of England
base rate. Interest accrues daily and may be paid or rolled up on a monthly
basis. As at 31 December, the Group has cash settled all interest accrued.

Security is granted by the Company via a separate floating charge over the
Company's property, undertakings, assets and rights owned at the time the
floating charge was granted and in the future. The facility is committed,
subject to compliance with representations, undertakings and events of
default, and carries no financial covenants.

Inventory financing As set out in Note 3, on 6 November 2023 the Group entered
into a facility with Ferovinum under which the SMWS subsidiary may raise
finance of 60% to 80% of current market value secured against cask spirit. The
total available facility is £15.0m with utilisation as at 31 December 2025 of
£6.3m (2024: £6.9m). The facility carries interest on cash advanced at a
rate of 2.25% over the Bank of England base rate, settled on settlement of the
principal. The total outstanding balance is secured against cask inventory
with a book (cost) value of £6,250k. The Company has issued a parental
guarantee to SMWS in favour of the lender.

Bank loan Bank loans secured on the Group's properties were repaid on
refinance in September 2025.

17) Financial instruments - accounting classifications and fair value

Financial assets

Trade and other receivables and cash and cash equivalents are classified as
financial assets at amortised cost.

Derivative assets are classified as financial assets measured at fair value
(level 2 - i.e. those that do not have regular market pricing) through the
Consolidated Statement of Comprehensive Income.

Financial liabilities

Trade and other payables (excluding deferred income) are classified as
financial liabilities and measured at amortised cost.

The fair value of both financial assets and financial liabilities have been
assessed and there is deemed to be no material difference between fair value
and carrying value.

Derivative liabilities are classified as financial liabilities measured at
fair value (level 2) through the Consolidated Statement of Comprehensive
Income.

 1  (#_ftnref1) Valuation completed in July 2024. Changes may exist over the
period.

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