Louis-Marcus Limited NiederlassungLiquidiert

Louis-Marcus Limited

(vormals: GOLDEN KAAN LIMITED Zweigniederlassung)

Mainz

Jahresabschluss zum Geschäftsjahr vom 01.07.2009 bis zum 30.06.2010

Report of the Director and Financial Statements For the year ended 30 June 2010

Contents of the Financial Statements for the year ended 30 June 2010

Company Information

Report of the Director

Independent Auditors report to the members of Louis-Marcus Limited

Profit and Loss Account

Balance Sheet

Notes to the Financial Statements

Company Information for the year ended 30 June 2010

Report of the Director for the year ended 30 June 2010

The director presents his report with the financial statements of the company for the year ended 30 June 2010

CHANGE OF NAME

On 22 September 2010 the company changed its name to Louis-Marcus Limited

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of a wholesaler of alcoholic beverages

REVIEW OF BUSINESS AND FUTURE DEVELOPMENT

On 25 August 2009, the company sold its brand ownership and distribution rights to the Louis-Marcus name and wines for all territories of the world, except for the United States of America and Puerto Rico, to KWV Holdings Limited, for €30 million KWV Holdings Limited owned 50% of the issued share capital of the company at that date

With effect from that date, the company ceased to trade with the exception of collecting its outstanding receivables and settling all outstanding liabilities in full. Accordingly, in the directors' opinion, the company is no longer a going concern. Further detail is presented in note 1 to the financial statements

DIRECTORS

During the year and to the date of this report, the following directors held office

STATEMENT OF DIRECTOR'S RESPONSIBILITIES IN RESPECT OF THE DIRECTOR'S REPORT AND THE FINANCIAL STATEMENTS

The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations

Company law requires the director to prepare financial statements for each financial year Under that law, the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to

The director is responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

The director who held office at the date of approval of this director's report confirms that, so far as he is aware, there is no relevant audit information of which the company's auditors are unaware, and the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Approved by the board of directors and signed on behalf of the board by

Independent auditor's report

to the members of Louis-Marcus Limited (formerly Golden Kaan Limited)

We have audited the financial statements of Louis-Marcus Limited (formerly Golden Kaan Limited) for the year ended 30 June 2010 which comprise the Profit and Loss Account, the Balance Sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed

Respective responsibilities of director and auditors

As explained more fully in the Director's Responsibilities Statement set out on page three, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors

Scope of the audit

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied arid adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements

Opinion on financial statements

In our opinion the financial statements

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion

PROFIT AND LOSS ACCOUNT for the year ended 30 June 2010

All amounts relate to discontinued operations (see note 1)

There were no recognised gains and losses for 2010 or 2009 other than those included in the profit and loss account

The notes on pages 8 to 15 form part of these financial statements

BALANCE SHEET As at 30 June 2010

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14.10.2010

The notes on pages 8 to 15 form part of these financial statements

Notes to the Financial Statements for the year ended 30 June 2010

1 PRINCIPAL ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost convention and are in accordance with applicable UK accounting standards

Going concern

It is the Intention of the director to strike off the company within the next twelve months. Accordingly, these financial statements have not been prepared on the going concern basis The assets are based upon the director's assessment of their realisable values and the liabilities are based upon the amounts required to settle the obligations of the company at the balance sheet date

Consolidation

The financial statements contain Information about Louis-Marcus Limited as an individual company arid do riot contain consolidated financial information as the parent of a group. The company is exempt under section 398 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertaking qualities as a small group

Cash flow statement

In accordance with FRS 1 "Cash flow statements", the company is exempt from the requirement to prepare a cash flow statement on the grounds that it qualifies as a small company

Turnover

Turnover comprises revenue recognised by the company in respect of goods and services supplied, exclusive of Value Added Tax arid trade discounts Turnover is recognised when the economic risks and rewards are transferred to the third party

Fixed asset investments

Investments held as fixed assets are shown at cost less provision for impairment

Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation and provision for impairment Depreciation is provided at the following annual rates in order to write off the cost of each asset to their estimated residual values over their estimated useful lives

Foreign currencies

Transactions In foreign currencies are recorded at the rate ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange at the balance sheet date All currency differences are dealt with in the profit and loss account

Deferred Taxation

Current tax is provided in respect of amounts expected to be paid or recovered, using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date

Provision is made for deferred taxation, using the liability method, on all material timing differences which are expected to reverse in the future Deferred tax assets that arise as a result of timing differences are recognised when their future recovery is assessed as being more likely than not. Provision is made at the rate of tax which is expected to be applied when the liability or asset is expected to crystallise. Deferred tax assets and liabilities are not subject to discounting

Operating leases

Operating leases are charged on a straight line basin over the lease term

2 TURNOVER

100% of the company's turnover (2009 - 100%) is attributed to geographical markets outside the United Kingdom

3 STAFF COSTS

Staff costs were as follows

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

In addition to the staff costs detailed above a director who resigned during the year was paid remuneration of € 175,520 (2009 €nil)

4 OPERATING (LOSS)/PROFIT

5 INTEREST RECEIVABLE AND SIMILAR INCOME

6 INTEREST PAYABLE AND SIMILAR CHARGES

7 EXCEPTIONAL ITEMS

Profit on sale of brand

On 25 August 2009 the company sold its brand rights to the Louis-Marcus brand in all territories of the world except for the USA and Puerto Rico The proceeds, and profit, were €30 million

Cost of fundamental reorganisation

Following the sale of the brand rights and the cessation of trading, the company has incurred certain payroll and trading expenses associated with the transaction

Impairment of Investment in and loan to subsidiary undertaking

The company's subsidiary in the USA has continued to experience adverse trading conditions. In January 2010 the company formally waived the loan and accrued interest due from Louis-Marcus USA, LLC. In the opinion of the director it is considered remote that the company will realise its Investment in Louis-Marcus USA, LLC so this has been impaired in full

8 TAXATION

The corporation tax charge for the year is as follows

Factors affecting tax charge for the year

The company is deemed to be treaty non-resident under section 249 Finance Act 1994, and is therefore not subject to corporation tax in the UK, and is subject to corporation and trade taxes in Germany

9 TANGIBLE FIXED ASSETS

10 FIXED ASSET INVESTMENTS

Subsidiary undertaking

Golden Kaan USA, LLC is a company incorporated in the United States of America In the year, the company increased its investment to 100% of the issued share capital (2009 66 67%) for a consideration of $1. Subsequent to this the investment has been impaired in full (see note 7). The aggregate of the share capital and reserves as at 30 June 2010 and of the profit for the year ended on that date for the subsidiary undertaking were as follows

11 DEBTORS

At 30 June 2009, amounts due from group undertakings within one year were unsecured and were interest free

12 CREDITORS AMOUNTS FALLING DUE WITHIN ONE YEAR

At 30 June 2009, € 413,676 of amounts due to related parties was a loan from KWV International (Pty) Limited which was unsecured, attracted interest at 6,8% per annum and was repayable in 6 months. Also included in amounts due to related parties at 30 June 2009 was a loan from A Racke GmbH + Co of € 463,831 which was unsecured, attracted interest at 6,8% per annum and was repayable in 6 months

13 DEFERRED TAX ASSETS

A deferred tax asset is unprovided in these financial Statements as follows

The potential deferred tax asset of € 327,290 at 30 June 2009 was in respect of unutilised tax losses

14 CALLED UP SHAKE CAPITAL

15 RESERVES

The Other Reserve relates to capital contributions invested in previous periods by the then joint shareholders. A Racke GmbH + Co and KWV Limited Repayments totalling € 1,575,000 where made in the current financial year.

16 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS

17 RELATED PARTY TRANSACTIONS

During the year the company undertook the following transactions with companies within either the A Racke GmbH + Co group or the KWV Limited group

In addition to the above transactions the company sold its rights to the Golden Kaan brand to KWV as disclosed in note 7 arid it wrote-off its loan due from Golden Kaan USA, LLC as disclosed in note 7.

18 CONTROLLING PARTY

Until 2 March 2010, the company was jointly controlled by A Racke GmbH + Co KG, a company incorporated in Germany, and KWV Holdings Limited, a company incorporated in South Africa. On 2 March 2010 KWV Holdings Limited sold its ordinary shares in the company to A Racke GmbH + Co KG, from which date the company was solely owned by A Racke GmbH + Co KG

Subsequent to this date, following a re-organisation and re-naming of A Racke GmbH + Co KG, the company became a wholly owned subsidiary of MR Abwicklungs GmbH