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Registered number: 10934427










PSSF Brady Holdco (UK) Limited










Annual report and financial statements

For the Period Ended 26 May 2024

 
PSSF Brady Holdco (UK) Limited
 

Company Information


Directors
T Bhattacharjee 
P Westermann 




Registered number
10934427



Registered office
One St. Peters Square

Manchester

M2 3DE




Independent auditors
BDO LLP

55 Baker Street

London

W1U 7EU





 
PSSF Brady Holdco (UK) Limited
 

Contents



Page
Group strategic report
 
1 - 7
Directors' report
 
8 - 11
Independent auditors' report
 
12 - 15
Consolidated profit and loss account
 
16
Consolidated statement of comprehensive income
 
17
Consolidated balance sheet
 
18 - 19
Company balance sheet
 
20
Consolidated statement of changes in equity
 
21
Company statement of changes in equity
 
22
Consolidated statement of cash flows
 
23 - 24
Consolidated analysis of net debt
 
25
Notes to the financial statements
 
26 - 47


 
PSSF Brady Holdco (UK) Limited
 

Group strategic report
For the Period Ended 26 May 2024

Principal activities, review of the business and key performance indicators
 
The Group’s principal activities continued to be the procurement and sale of alcoholic and non-alcoholic drinks via its Leased and Tenanted and Operator Managed pubs, and the collection of rents charged to licensees in occupation of the Group’s licenced premises (public houses) and directly via the Group’s operator managed pubs.
Results
During the period ended 26 May 2024 the Group generated turnover of £194.5m, an operating profit of £33.6m and underlying operating profit (after excluding exceptional and non underlying items) of £38.0m. The loss after tax is £6.2m and underlying loss after tax is £0.1m.
Strategic review
Admiral Taverns has a long term growth strategy to acquire, develop and maintain a high quality estate of successful, individual, wet led community pubs at the heart of their communities.
This growth strategy is underpinned by a highly supportive business model, which attracts, recruits, and develops local entrepreneurs who wish to build a hospitality business that serves their community, as well as providing an income and (usually) family accommodation on site. Together with licensees, Admiral’s objective is to create a pub that is a viable and sustainable small business, and a vital social asset providing a range of products, services, and amenities to the local community.
Our strategy is built upon three critical building blocks. First, the recruitment, retention and development of colleagues, licensees, and operators, based on potential and values. Second, we support our licensees and operators to maximise their retail opportunity and embrace their local community. Third, the provision of well invested local pubs and property services that meet the needs of our licensees and their community.
FY24 has seen the Group make good progress towards its strategic objectives, despite inflationary pressures, political turmoil, and cost of living challenges. Although the cost of borrowing has risen significantly, we have continued to invest in our estate and our licensees/operators, to position our pubs as vibrant hubs of their community. Our commitment to invest has been rewarded with healthy returns and strong drinks volumes, indicating consumer satisfaction with our retail offers. The willingness and desire of our licensees to work with their communities on a range of charitable and social events, has also proven very beneficial to their businesses. 
The leased and tenanted pub will always be our primary business model, seeking to share risk and reward with our licensees. However, we have accelerated the growth of our community wet led operator business (Proper Pubs) in FY24, with over thirty conversions in the year, taking this division to over 200 pubs in total. This has required significant capital investment but positions the pubs well in the value market and has generated excellent returns. Our operators have also embraced their role as community champions, raising funds to install defibrillators on the outside of their pubs and supporting a range of local and national charities. The direct investment in the community has meant that local people have responded with regular use of our pubs, which in turn generates the returns to justify the investment. We were delighted to be named as ‘Best Community Pub Company 2024’ in the highly competitive Publican Awards in March.
In the leased and tenanted division, we continue to work closely with our licensees and to support their businesses where appropriate. During the height of the inflationary pressure, we introduced a cap on annual rent increases of 6%, despite inflation running at over 12%. In contrast to some of our competitors, we took a longer term view that it was important to ensure the ongoing viability of our community pubs, especially where the demographic was unable to pay rapidly increasing prices for their drinks. Although energy commodity prices have fallen during the year, we have completed our roll out of energy saving equipment in cellars and behind the bar. We have also increased our investment on other sustainability measures to improve EPC Ratings and reduce operational costs for licensees. We continue to work with the British Beer & Pub Association and others to make improvements to the non-domestic energy market via OFGEM, and to press for reductions in the very high Alcohol Duty and Business Rates paid by pubs.

Page 1

 
PSSF Brady Holdco (UK) Limited
 

Group strategic report (continued)
For the Period Ended 26 May 2024

We have maintained our focus on continuous improvement, using the Go MAD methodology which we introduced the previous year. We have also continued our work on employee engagement and promoting diversity and inclusion throughout the year. The office and field based teams reported very strong engagement scores in our annual survey and are very committed to the Company Values of One Team, We Care, and Make a Difference. I am also delighted to report that we have grown our investment in related charities such as Pub Is the Hub, PubAid and Drinkaware.
Finally, on the regulatory and legislative front, we continue to work closely with the Pubs Code Adjudicator, to the benefit of licensees. Admiral Taverns wishes to maintain and enhance its reputation for integrity and authenticity and demands the highest standards of its people. Compliance with the important obligations of the Pubs Code is seen as a minimum standard of performance. We were delighted to perform strongly in the PCA annual survey of tenant satisfaction and to improve our performance in the important area of property services. By developing our business in this way, we believe we can lead the market on both financial performance and quality of service for our licensees and operators.

Performance review
The trading results presented for the Admiral Taverns Group ("the Group" or "Admiral Taverns") are for 52 weeks to 26 May 2024. The period was the second full financial year incorporating the results of the Hawthorn Pub Company (“Hawthorn”), comprising 674 pubs, which was acquired in August 2021. At the year end the Group operated 1,387 pubs across its Leased and Tenanted and Operator Managed Estates.
Underlying trading has been strong with the Group exceeding budgets helped by high levels of investment and the measures put in place to manage the high inflation and soaring energy costs that have impacted the pub industry. Admiral Taverns’ focus on wet led community pubs continues to deliver sustainable profitable growth which in turn has funded £36.8m of investment in our pub estate in the last year (2023 - £27.7m). The Group has grown its Operator Managed pubs, trading as Proper Pubs, to over 200 sites achieving strong returns on investment whilst also maintaining investment and attractive returns from investments in the Leased and Tenanted estate.
The Group generated an underlying operating profit of £38.0m for the period (2023 - £25.9m) and an underlying loss after tax of £0.1m (2023 - £2.5m underlying loss). The result of rising interest rates increased the cost of servicing the Group’s debt facilities to £40.2m from £29.4m in 2023. The Group ended the period with £37.3m of cash and net debt of £319.0m (2023 - £331.8m).
The Group revalued its property assets on 26 May 2024 based on trading for the financial year. The approach was taken to value each pub, in accordance with accounting standards, as a separate “cash generating unit” in line with previous years. This resulted in a net book value of £613.2m (2023 - £560.7m) for the Group’s freehold and leasehold properties of which £580.3m (2023 - £532.9m) relates to freehold property. The year end value implies a multiple of 7.2x Pub EBITDA for the period and is supported by the growth in profit per pub, high levels of investment in the estate and the profit in excess of book value on sites sold during the year.
The year end revaluation identified 140 properties where the value had fallen giving rise to an impairment charge of £11.2m and 659 properties where the value had increased by £77.4m.
94 pubs with a net book value of £23.5m were disposed of during the period for an aggregate consideration, net of fees, of £26.4m.
Increases in the value of the Group’s property assets cannot be recognised in the income statement but instead are credited to the revaluation reserve. Similarly, any impairment of a property is first debited against any previous upward revaluation held for that property in the revaluation reserve with the balance being debited to the income statement. This resulted in a charge to profit and loss of £5.6m (2023 - debit £5.9m) and credit to the revaluation reserve of £71.8m (2023 - £28.7m).
Intermediate Capital Group (“ICG”) provide the Group’s third party debt facilities (“the Facilities”) which totalled £356.3m (2023 - £392.1m) at year end following a voluntary prepayment of the facility of £25.0m in October 2023. The main financial covenant comprises a quarterly test of the ratio of Net Debt to EBITDA (“the Leverage Test”). The Group was and remains comfortably ahead of the prescribed covenant levels.
 
Page 2

 
PSSF Brady Holdco (UK) Limited
 

Group strategic report (continued)
For the Period Ended 26 May 2024

In February 2022, the Group also entered into an interest rate cap agreement which caps the floating rate element on £200m of its Facilities at 2% from March 2023 until March 2025, helping to insulate the Group from the effects of rising interest rates. The cost of the cap was £1.9m. The fair value was £6.1m at the period end (2023 - £8.7m).

Future developments and current trading

The Group has continued to trade ahead of Management’s expectations through September 2024 helped by buoyant drink sales.
Inflation continues to influence trading but much of the Group’s drinks and logistics costs are covered by long term agreements limiting price rises from suppliers through this period. In addition, a large portion of the Group’s revenues, linked to the sale of beer and rental income, have an element of inflation driven increases, although the Group has voluntarily capped these increases to assist its licensees through this difficult period.
The Group has a hedging strategy for its own energy requirements for its Operator Managed estate through to 2025 comprising forward purchases of gas and electricity directly from the wholesale market, bypassing utility retailers. However, tenants are responsible for procuring their own utilities and struggled during the first half of the year to renew expiring fixed price contracts in the current market. This eased in the second half of the year as energy prices and price inflation fell.
In response to energy price inflation, the Group has invested £1.0m in energy saving technology in its operator managed and leased and tenanted pubs. This investment has been made with no cost to our licensees and forms part of the Group’s wider ESG strategy which also focusses on replacing energy inefficient lighting and heating in our pubs, installing additional insulation and converting our vehicle fleet to electric vehicles. The Group has also achieved ‘zero to landfill’ for waste from our Operator Managed pubs.
The Group continues to explore opportunities to add sites to its community focussed, wet led pub estate. This has resulted in the Group acquiring 37 sites from Fuller, Smith & Turner plc post year end on 25th June 2024 and a further 18 sites from Martsons plc on 26th September 2024.

Principal risks and uncertainties
General economic and political conditions
The last few years have seen significant political and economic uncertainty in the UK which has been compounded by rising interest rates, rapidly rising inflation and the war in Ukraine impacting energy costs and other essential supplies, whilst also squeezing consumers’ disposable income. The pub industry remains sensitive to economic conditions and the impact these have on consumer confidence and business investment. The current level of political and macro uncertainty is unhelpful and it is very difficult to predict how consumers
will react in the short term and how businesses can plan with confidence for the future.
As Management are unable to control external factors, in the short term we continue to focus on the delivery of internal improvements in the business such as reinforcing the calibre of the Group’s operational management to provide licensees with valuable support, investing in our estate of pubs to improve both facilities and their condition and enhancing the competitiveness of our pubs through focusing on improving their retail offers.
A number of the Group’s key input costs are covered by long term purchasing and service agreements that limit annual price increases. As a consequence, the Group has been able to cap inflation index driven increases in our tenancy agreements, supporting our licensees through this current period of rapidly rising costs.

Coronavirus Pandemic
The Pandemic had a seismic impact on the hospitality sector, with Government mandated trading restrictions  and closure of pubs in an attempt to slow infection rates. This severely impacted the ability of pub licensees to trade which in turn impacted the Group’s ability to generate revenue from the sale of beverages and to charge and collect rent on pubs in previous financial periods. The Group chose to offer significant levels of financial support to its licensees by cancelling or reducing rent, crediting licensees for unused out of date stock and providing support to collect relief grants made available by the UK Government during the Pandemic.

Page 3

 
PSSF Brady Holdco (UK) Limited
 

Group strategic report (continued)
For the Period Ended 26 May 2024

However, with the chosen strategy to support licensees to the best of the Group’s ability and to shoulder the financial burden and focus on preserving licensees livelihoods, has enabled trading to bounce back quickly to pre Pandemic levels following the lifting of trading restrictions. This has been clearly demonstrated by the bounce back in trade seen in the previous and current financial period. In addition, the community nature of the pub estate favours more local socialising reducing the need for the Group’s consumers to travel.
With a high uptake of vaccines and boosters in the UK and successfully suppressing the impacts of the virus, the Directors believe the worst impacts of the Pandemic on the Group are behind us and do not believe it is likely that blanket closure of pubs of the likes seen in 2020 and early 2021 will recur. However there maybe future trading impacts from local restrictions in hospitality venues, such as the introduction of ‘vaccine passports’ or mandated limits on pub capacity. Such possibilities have been factored into financial forecasts and are expected to be only temporary. This, combined with the rapid recovery of trading following the lifting of restrictions in 2021 has led the Board to conclude that whilst there may be short term trading impacts, there will be no long term impact on the wet led, community based pub model operated by the Group from the Coronavirus Pandemic.
Small Business, Enterprise & Employment Act 2015 – Statutory Pubs Code
The Pubs Code 2016 was implemented on 21st July 2016 and we have been operating under a statutory code since that date. There are six large Pub Owning Businesses, of which Admiral Taverns is one, which are governed by the Pubs Code. The Pubs Code Adjudicator (“PCA”) has the powers to ascribe fines of up to 1% of turnover should it be proven that the company was in breach of the Code. There is therefore a risk that by not complying with the Code, Admiral Taverns will face financial penalties as well as reputational damage from any adverse publicity.
A member of Admiral Taverns' senior leadership team has been appointed to the role of Code Compliance Officer and is accountable for overseeing our adherence to the Code. We complete annual internal audits of our compliance with the statutory obligations of the Code and these audits have been carried out independently of the Compliance Officer. The audit provides a rigorous test of our internal processes and controls and enables us to make further improvements and mitigate any potential future risks. In addition to our internal audit, Pub Owning Businesses must provide the PCA with an annual compliance report. The latest compliance report covered the period from the 1st April 2023 to 31st March 2024 and was approved (before it was submitted) by the Chair of the Audit Committee. A summary of the compliance report has been included in this annual report (below) and was also published on the company website.
Recruitment, retention and development of employees and licensees
More than ever, recruiting, developing and retaining high calibre people (employees and licensees) remains central to the delivery of our strategic plans and business objectives and there is a risk to our ability to meet our financial forecasts if we are unable to do this effectively.
During Summer 2019, we were delighted to move our central operations team into a modern, open plan office building in Chester, significantly enhancing our working environment. As a direct result of the Coronavirus Pandemic we introduced flexible working, allowing our people to work from home supported by investments in IT. This has proved to be effective and is being adopted as a working model for certain office functions in the future, allowing us to maximise the usage of our Chester site with the integration of the Hawthorn business which was completed in June 2022.
Information systems, technology and data security
The Group’s operations are reliant on its information systems for accounting, reporting and internal financial control processes. A significant cyber security breach or loss of data or a disruption to any of these systems could impact on the Group’s ability to deliver turnover and profit.
In June 2022 the Group upgraded its financial and accounting platform to the latest version of Navision, combining the legacy systems from Admiral and Hawthorn. This has been an enabler for the Group to further review and develop its information technology capability. In 2022 the Group also implemented a Group wide property management and maintenance system, improving service for licensees and automating back office processes.

Page 4

 
PSSF Brady Holdco (UK) Limited
 

Group strategic report (continued)
For the Period Ended 26 May 2024

A comprehensive business continuity plan is in place, and is reviewed regularly, including an off-site disaster recovery facility. There are also comprehensive controls in place to ensure information technology systems run effectively, including regular back ups and off site storage. The Group continues to work with third party specialists to ensure that it has appropriate controls in place to protect the businesses information and systems and management regularly monitor and test that these controls are adequate.
UK Property values
At the end of the period the Group had 1,387 pubs valued at £613.2m. The estate is revalued annually to its market value, and as a result, fluctuations in the UK property market could impact the value of the Group’s estate and its ability to dispose or acquire pubs at an appropriate value.
The Group undertakes a rigorous annual estate review process through which every property in Admiral Taverns' portfolio has an appropriate strategy and we continue to dispose of a small number of properties each year according to strategic and financial considerations. Despite the sale of 94 properties during the year the value of our pub portfolio was largely maintained with our unique granular management style being able to “unlock” potential improvements in our portfolio either through investment in the property condition, through the improved calibre of licensee recruited to operate the businesses or a combination of both and this is reflected in improvements in property valuations.
Financial covenant and interest rate risk
The Group has external banking facilities that include two financial covenants; first, a net leverage test (net Debt as a ratio to EBITDA) that is reported quarterly and annually, and which relates to the Group’s debt facilities and is assessed on a consolidated group basis; and second, a capital expenditure cap. Covenant headroom is reviewed regularly through forecasting which is integrated into the Group’s monthly reporting and business planning processes.
As part of the refinancing of the Group in connection to the acquisition of Hawthorn, a Pandemic Protection mechanism has been introduced, allowing the Group to suspend testing of the net leverage test in the event of further mandated pub closures, and replacing it with a minimum liquidity test for the period of the closure. 
Changes to interest rates in the financial market could impact the ability of the Group to meet its obligations under these debt facilities. To mitigate the risk of interest rate increases, the Group entered into an interest rate cap in early 2022 for a period from March 2023 to March 2025. 
Working capital risk
The Group’s business model operates on a short working capital cycle and in relation to the sale of tied products to its pubs, will invariably have received payment for those goods from licensees ahead of the requirement to make creditor payments to suppliers. However, the Group can be exposed to the risk of bad debts or shortening supplier credit terms, and these would both have an adverse impact on group cash flows. 
To protect the Group from bad debt exposure, the Group performs credit checks and take references for all licensees and expect each licensee to deposit a “rent bond” at the commencement of their occupational agreements. Bad debt risk is minimised by employing a small team of dedicated credit controllers whose role is to monitor licensee debt on a regular basis. Under normal circumstances the requirement for bad debt provisioning remains at low levels and giving the confidence that policies and procedures are fit for purpose.
However as a direct result of the Pandemic an increased bad debt provision has been charged in recognition of the challenges facing the industry. To protect the Group against changes to credit terms with major suppliers, the commercial team work closely with the Group’s suppliers to encourage good working relationships on competitive and appropriate terms. The Group operates a rolling (weekly) cash flow forecast model to monitor and assess cash requirements which is reviewed by the Chief Financial Officer every week to further minimise the potential risk from changes in working capital.
The Group is highly cash generative due to the predominately freehold nature of its pub estate and at the 24th October 2024 the Group had cash balances of £12.2m of free cash and £12.0m of undrawn credit facilities. This provides the necessary comfort that the Company and Group would be well placed to deal with any short term working capital issues.

Page 5

 
PSSF Brady Holdco (UK) Limited
 

Group strategic report (continued)
For the Period Ended 26 May 2024

Statutory and legal compliance
If the Group fails to comply with health and safety legislation and cause serious injury or loss of life to one of its employees or licensees (or their customers), it would have a significant impact on our reputation and could lead to economic loss. Likewise, failure to comply to recent GDPR legislation, would have a detrimental impact on the Group.
Admiral Taverns takes its responsibilities seriously and has a health and safety committee which is chaired by an Executive Board Director. This committee ensures that the Group has fully documented policies and procedures across all areas (Health & Safety, GDPR and other compliance areas) and where appropriate ensures that employees are trained and comply with these policies. This approach means the Group is minimising our exposure and risk of non-compliance.

Section 172 statement

A director of a company must act in the way s/he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
 
The likely consequences of any decision in the long term;
The interests of the company's employees;
The need to foster the company's business relationships with suppliers, customers and others;
The impact of the company's operations on the community and the environment;
The desirability of the company maintaining a reputation for high standards of business conduct, and
The need to act as between members of the company.

The key decisions made by the Group in this year relate to ensuring the continued trading recovery of the Group’s pubs post the Covid Pandemic, investing in and growing the profitability of the Groups pubs and assisting licensees navigate the challenging financial environment presented by high inflation and a volatile economic outlook for the United Kingdom.
The Group are keen to always epitomise the culture and values of the business in every day decisions, particularly at a time of change and economic challenge. During the period the Group invested heavily in its pubs to the benefit of licensees, operators and Group profitability. 
The Group also continued to support £1.0m of capital investment in energy saving technology in the pub estate to help reduce power usage and grew and invested in the house team created to help licensees procure competitively priced utility supplies.
The Group focus on frequent, open communication to licensees and employees, organizing regular ‘town hall’ style meetings with the entire workforce.
The Group has also maintained a constant review of cashflow and solvency to ensure continued trading was always appropriate.
The Group therefore believe that they have always acted in good faith, and in a way that is most likely to promote the success of the company, for the benefit of its members and stakeholders as a whole.

Page 6

 
PSSF Brady Holdco (UK) Limited
 

Group strategic report (continued)
For the Period Ended 26 May 2024

Pubs Code Annual Compliance Report

The Admiral Taverns Pubs Code Compliance Report was approved by the Chair of the Audit Committee on 31st July 2024 and was submitted to the Pubs Code Adjudicator (“PCA”) on 5th August 2024. The Chair had been provided with and reviewed the internal audit report in compliance with the Pubs Code regulations which was completed on 18th June 2024.
The Audit Committee was led through the annual compliance report by the Group’s Code Compliance Officer who was appointed on 1st January 2024. This report covers the period from 1st April 2023 to 31st March 2024 (the relevant period) and is the latest report to be produced and published since the Pubs Code came into force. 
We confirm that during the relevant period the Group has been in compliance with the Pubs Code in all material respects. It has also not been part of any investigation, enforcement nor has it received any representation from the PCA in relation to any unfair business practices. We further confirm that all necessary steps have been taken to ensure compliance with any Advice or Guidance issued by the PCA.


This report was approved by the board on 3 December 2024 and signed on its behalf.





T Bhattacharjee
Director

Page 7

 
PSSF Brady Holdco (UK) Limited
 

 
Directors' report
For the Period Ended 26 May 2024

The Directors present their report and the financial statements for the period ended 26 May 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the period, after taxation, amounted to £6,218,000 (2023 - loss 2,521,000).

No dividends were paid in the period.

Directors

The directors who served during the period were:

T Bhattacharjee 
P Westermann 

Qualifying third party indemnity provisions

The Directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force during the financial period and is currently in force at the date of the approval of the financial statements. The Group also purchased and maintained throughout the year financial year Directors’ and Officers’ liability insurance in respect of itself and directors.

Page 8

 
PSSF Brady Holdco (UK) Limited
 

 
Directors' report (continued)
For the Period Ended 26 May 2024

Greenhouse gas emissions, energy consumption and energy efficiency action

Streamlined Energy and Carbon Reporting" (SECR) report
This report details Admiral Tavern's Greenhouse Gas (GHG) emissions and energy use for the financial year 2024.
Methodology:
Admiral Taverns has collated data relating to its scope one, two and three emissions and energy use for activities over which it has financial control.
All of Admiral Tavern's Emissions and Energy Use relates to UK activities, there are no overseas activities.
The table below summarises emissions and energy use in recent years:


FY24
FY23
FY22
FY21
Scope 1 Energy Consumption kWh
16,118,655
19,824,391
34,985,890
8,566,024
Scope 2 Energy Consumption kWh
9,157,624
7,691,149
8,234,963
2,773,397
Scope 3 Energy Consumption kWh
1,410,882
969,020
1,457,516
640,585
Total Energy Consumption kWh
26,687,161
28,484,560
44,678,369
11,980,006
Scope 1 emissions tC02e
3,389.7
4,063.3
7,367.6
2,414.2
Scope 2 emissions tC02e
1,896.2
1,531.2
1,748.5
646.6
Scope 3 emissions tC02e
343.1
237.7
358.5
160.2
Gross total emissions tCO2e
5,628.9
5,832.2
9,474.6
3,221.0
Gross Intensity Ratio: tCO2e / turnover £m
28.9
32.0
62.8
77.4

Calculations have been made in line with HM Government Environmental Reporting Guidelines and the GHG Protocol methodology.

Observations:
The largest single element is gas consumption in managed houses which will predominantly be used for heating and hot water in these premises, in addition to some cooking. Total gas consumption has reduced significantly in recent years which shows improved energy efficiency within the estate. However this can also, in part, be attributed to the change in methodology in the last two reporting periods (actual consumption data now being available for most of the reporting period for the majority of sites, replacing the methodology of deriving consumption from utility spend data and calculated sample unit rates - the changes in energy prices during FY22 may have resulted in inaccuracies in reported consumption, moving forwards these inaccuracies will be largely eliminated as actual consumption data continues to be collected for most sites).
Total emissions have reduced by 3.8% when compared to FY23, this is largely due to the decrease in gas consumption described above. Despite the overall reduction in emissions, electricity consumption increased slightly which may reflect fuel-switching from gas to electric of things like heating equipment, in addition to emissions from business mileage also increasing slightly in the last year. When comparing the intensity ratio, this is much lower than in FY23 (9.9% reduction) which demonstrates a more efficient use of energy.
Scope 3 emissions associated with water supply and treatment were voluntarily included in FY22, however this data was unavailable for FY23 and as such FY22 emissions are re-stated within this report to allow like-for-like comparison.

In recent years, Admiral Taverns has invested in improving energy efficiency and sustainability including conducting energy surveys in some properties and the ongoing development of a sustainability plan. The first steps of this have already been taken, including a £1m investment across their estate into energy saving technology relating to cellar cooling and refrigeration management.
To help deliver this sustainability plan, Admiral Taverns has engaged with Hospitality Energy Saving Ltd and is currently working to establish short, medium, and long-term strategies to reduce energy consumption and carbon emissions throughout the business. The latest phase of this work involved energy surveys and auditing to comply with the ESOS regulations, with an action plan being prepared to realise potential energy savings.
 
Page 9

 
PSSF Brady Holdco (UK) Limited
 

 
Directors' report (continued)
For the Period Ended 26 May 2024

Early positive results of this engagement can already be seen and are illustrated in the significant reduction shown in the intensity ratio metric stated above.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Going Concern

The Company’s going concern assessment as been considered as part of the Group assessment as it acts as a holding company and is therefore dependent on the going concern of the Group. In assessing Going Concern the Directors have considered the limiting factors that may prevent them from supporting a going concern assumption for the Group. These are:
 
Insufficient cash resources to pay creditors as and when they become due; and
An inability to meet certain financial covenants (the Leverage Test) in the Group’s amended loan facilities agreement with ICG, which could lead to an event of default which would trigger a demand for repayment of the loan facilities.

Cash Resources
As of 22nd November 2024, the Group had £20.8m of free cash and undrawn, committed credit facilities of £12.0m. The pub estates continue to trade well meeting management’s expectations and generating cash. Pub disposals remain on track and Management have yet to see any impact on pub values as a result of the UK’s Financial Crisis. The Group has hedged its own utility costs and over half its interest rate exposure under its debt facilities. The robust cash position is also supported by the large freehold asset base.
Leverage Test
The Leverage Test (a quarterly covenant test of the ratio of net debt to EBITDA over the preceding 12 month period) was reset in August 2021 as part of the extension of the existing facilities to fund the Hawthorn Acquisition.  This included raised levels of covenant headroom and the addition of certain Pandemic Protection clauses, suspending the leverage test in the event of further large scale, Government mandated closures of pubs and replacing it with a minimum liquidly requirement or maintaining at least £5m of liquid cash resources during the impacted period. The Group's forecasts show the Leverage Test is met.
Conclusion
The Directors have concluded that sufficient resources exist for the Group to meet its liabilities as they fall due for the twelve months from the date of approval of the accounts. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

Post balance sheet events

On 25 June 2024 the Group purchased 37 pubs from Fuller Smith and Turner Plc for £18.3m. This was funded by a £13m extension of the Group's loan facility with the balance from the Group's cash reserves.
A further 18 sites were acquired from Martsons Plc on 26th September 2024 for £11.0m. This was funded from the Group’s cash reserves.

Page 10

 
PSSF Brady Holdco (UK) Limited
 

 
Directors' report (continued)
For the Period Ended 26 May 2024


Auditors

The auditorsBDO LLPwill be proposed for reappointment in accordance with section 489 of the Companies Act 2006.

This report was approved by the board on 3 December 2024 and signed on its behalf.
 





T Bhattacharjee
Director

Page 11

 
PSSF Brady Holdco (UK) Limited
 

 
Independent auditors' report to the members of PSSF Brady Holdco (UK) Limited
 

Opinion



In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 26 May 2024 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of PSSF Brady Holdco (UK) Limited (“the Parent Company”) and its subsidiaries (“the Group”) for the period ended 26 May 2024 which comprise Consolidated profit and loss account, Consolidated statement of comprehensive income, Consolidated balance sheet, Company balance sheet, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated statement of cash flows, Consolidated analysis of net debt and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their  preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. 
Independence
We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 12

 
PSSF Brady Holdco (UK) Limited
 

 
Independent auditors' report to the members of PSSF Brady Holdco (UK) Limited (continued)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Other Companies Act 2006 reporting
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 13

 
PSSF Brady Holdco (UK) Limited
 

 
Independent auditors' report to the members of PSSF Brady Holdco (UK) Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:
Our understanding of the Group and the industry in which it operates;
Discussion with management and those charged with governance; and
Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations.

We considered the significant laws and regulations to be the applicable accounting framework, UK tax legislation.

Our procedures in respect of the above included:
Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation; and
Discussions with the Group's tax advisors.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
Obtaining an understanding of the Group’s policies and procedures relating to:
Detecting and responding to the risks of fraud; and
Internal controls established to mitigate risks related to fraud.
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be in relation to management override of controls and manual journal postings to revenue.
 
Page 14

 
PSSF Brady Holdco (UK) Limited
 

 
Independent auditors' report to the members of PSSF Brady Holdco (UK) Limited (continued)


Our procedures in respect of the above included:
Testing journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;
Testing journal entries posted to revenue for any unusual journals or unusual user postings; and
Assessing significant estimates made by management for bias by challenging the assumptions and judgements made by management in their significant accounting estimates and judgements including, valuation of the pub estate, measurement of provisions and going concern 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Mark RA Edwards (Senior statutory auditor)
  
for and on behalf of
BDO LLP, statutory auditor
 
55 Baker Street
London
W1U 7EU

6 December 2024

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Page 15

 
PSSF Brady Holdco (UK) Limited
 
 
Consolidated profit and loss account
For the Period Ended 26 May 2024

 
                                                                                                                                                                                                                                                                                                                                        Period ended  26 May 2024                   Period ended 28 May 2023         

Underlying
Exceptional
and non-underlying items
Total
Underlying
Exceptional
and non-underlying items
Total
      £000
      £000
      £000
      £000
      £000
      £000

  
 
Turnover

 4 
194,496

-

194,496
 
135,139
 
-

135,139

Cost of Sales

  
(82,732)

-

(82,732)
 
(56,976)
 
-

(56,976)

Gross profit

  
 
111,764

-

111,764
 
78,163
 
-

78,163


  
 
Administrative expenses

 11 
(73,804)

(6,413)

(80,217)
 
(52,285)
 
(7,993)

(60,278)

Net profit on disposal of tangible of fixed assets

 11 
-

2,065

2,065
 
-
 
2,127

2,127

Operating profit

  
 
37,960

(4,348)

33,612
 
25,878
 
(5,866)

20,012


  
 
Interest receivable and similar income

 8 
565

-

565
 
388
 
6,812

7,200

Interest payable and similar expenses

 9,11 
(37,544)

(2,647)

(40,191)
 
(29,360)
 
-

(29,360)

Profit/(loss) before taxation

  
 
981

(6,995)

(6,014)
 
(3,094)
 
946

(2,148)


  
 
Taxation

  
(1,062)

858

(204)
 
561
 
(934)

(373)


  
 
(81)

(6,137)

(6,218)
 
(2,533)
 
12

(2,521)


The notes on pages 26 - 47 form part of these financial statements.

Page 16

 
PSSF Brady Holdco (UK) Limited
 
 
Consolidated statement of comprehensive income
As at 26 May 2024

 
                                                                                                                                                               
                                                Period ended 26 May 2024                    Period ended 28 May 2023   

Underlying
Exceptional and non-underlying items
Total
Underlying
Exceptional and non-underlying items
Total
      £000
      £000
      £000
      £000
      £000
      £000

  
 
(Loss)/profit for the period

  
(81)

(6,137)

(6,218)
 
(2,533)
 
12

(2,521)

Unrealised surplus on revaluation of tangible
fixed assets

 12 
-

71,755

71,755
 
-
 
28,568

28,568


  
 
(81)

65,618

65,537
 
(2,533)
 
28,580

26,047


The notes on pages 26 - 47  form part of these financial statements.

Page 17

 
PSSF Brady Holdco (UK) Limited
Registered number: 10934427

Consolidated balance sheet
As at 26 May 2024

26 May
26 May
28 May
28 May
2024
2024
2023
2023
Note
£000
£000
£000
£000

  

  

Tangible fixed assets
  
621,653
565,837

Investments
 13 
-
-

  
621,653
565,837

Current assets
  

Stocks
 14 
831
913

Debtors: amounts falling due after more than one year
 15 
20,464
20,872

Debtors: amounts falling due within one year
 15 
17,900
18,231

Cash at bank and in hand
 16 
37,297
60,274

  
76,492
100,290

Creditors: amounts falling due within one year
 17 
(66,054)
(65,395)

Net current assets
  
 
 
10,438
 
 
34,895

Total assets less current liabilities
  
632,091
600,732

Creditors: amounts falling due after more than one year
 18 
(349,219)
(383,299)

Provisions for liabilities
  

Provisions
 22 
(5,064)
(5,148)

  
 
 
(5,064)
 
 
(5,148)

Net assets
  
277,808
212,285

Page 18

 
PSSF Brady Holdco (UK) Limited
Registered number: 10934427

Consolidated balance sheet (continued)
As at 26 May 2024

26 May
26 May
28 May
28 May
2024
2024
2023
2023
Note
£000
£000
£000
£000

Capital and reserves
  

Called up share capital 
 23 
141,978
141,978

Revaluation reserve
  
98,992
28,658

Other reserves
  
44,170
44,170

Profit and loss account
  
(7,332)
(2,521)

  
277,808
212,285


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 December 2024.




T Bhattacharjee
Director

The notes on pages 26 to 47 form part of these financial statements.

Page 19

 
PSSF Brady Holdco (UK) Limited
Registered number: 10934427

Company balance sheet
As at 26 May 2024

26 May
26 May
28 May
28 May
2024
2024
2023
2023
Note
£000
£000
£000
£000

Fixed assets
  

Investments
 13 
141,979
141,979

  
141,979
141,979

Current assets
  

Debtors: amounts falling due after more than one year
 15 
17,141
10,156

Debtors: amounts falling due within one year
 15 
-
3

  
17,141
10,159

Creditors: amounts falling due within one year
 17 
(83)
(82)

Net current assets
  
 
 
17,058
 
 
10,077

Total assets less current liabilities
  
159,037
152,056

  

  

Net assets
  
159,037
152,056


Capital and reserves
  

Called up share capital 
 23 
141,978
141,978

Profit and loss account brought forward
  
10,078
4,054

Profit for the period

  

6,981
6,024

Profit and loss account carried forward
  
17,059
10,078

  
159,037
152,056


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements. The profit of the Company for the year was £6,981,000 (2023 - £6,024,000).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 December 2024.


T Bhattacharjee
Director

The notes on pages 26 to 47 form part of these financial statements.

Page 20

 
PSSF Brady Holdco (UK) Limited
 

Consolidated statement of changes in equity
For the Period Ended 26 May 2024


Called up share capital
Revaluation reserve
Other reserves
Profit and loss account
Total equity

£000
£000
£000
£000
£000


At 29 May 2022 - as restated and unaudited
86,703
-
-
4,054
90,757


Comprehensive income/(loss) for the year

Loss for the period
-
-
-
(2,521)
(2,521)

Surplus on revaluation of property
-
28,658
-
-
28,658

Shares issued during the period
55,275
-
-
-
55,275

Consolidation adjustment
-
-
44,170
(4,054)
40,116



At 28 May 2023
141,978
28,658
44,170
(2,521)
212,285


Comprehensive income/(loss) for the period

Loss for the period
-
-
-
(6,218)
(6,218)

Surplus on revaluation of property
-
71,755
-
-
71,755
Total comprehensive income/(loss) for the period
-
71,755
-
(6,218)
65,537

Transfer of non-controlling interest
-
-
-
(14)
(14)

Revaluation reserve release
-
(1,421)
-
1,421
-


At 26 May 2024
141,978
98,992
44,170
(7,332)
277,808


The notes on pages 26 to 47 form part of these financial statements.

Page 21

 
PSSF Brady Holdco (UK) Limited
 

Company statement of changes in equity
For the Period Ended 26 May 2024


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 29 May 2022 - as restated and unaudited
86,703
4,054
90,757


Comprehensive income/(loss) for the period

Profit for the period
-
6,024
6,024

Shares issued during the period
55,275
-
55,275



At 28 May 2023
141,978
10,078
152,056


Comprehensive loss for the period

Profit for the period
-
6,981
6,981


At 26 May 2024
141,978
17,059
159,037


The notes on pages 26 to 47 form part of these financial statements.

Page 22

 
PSSF Brady Holdco (UK) Limited
 

Consolidated statement of cash flows
For the Period Ended 26 May 2024

Period ended
26 May
Period ended
28 May
2024
2023
£000
£000

Cash flows from operating activities

Loss for the financial period
(6,218)
(2,521)

Adjustments for:

Depreciation of tangible assets
21,826
16,255

Revaluation through profit and loss
5,629
5,853

Profit on disposal of tangible assets
(2,065)
(2,127)

Provision for onerous lease
-
400

Decrease in fixed assets held for sale
-
310

Interest payable and similar expenses
40,192
29,360

Interest receivable and similar income
(565)
(7,200)

Taxation charge
204
373

Decrease/(increase) in stocks
82
(98)

(Increase)/decrease in debtors
(1,774)
1,083

Increase in creditors
830
5,207

Corporation tax (paid)/received
(5)
-

Net cash generated from operating activities

58,136
46,895


Cash flows from investing activities

Purchase of tangible fixed assets
(35,393)
(19,919)

Sale of tangible fixed assets
26,381
18,140

Interest received
565
427

Cash acquired on acquisition
-
46,400

Net cash from investing activities

(8,447)
45,048
Page 23

 
PSSF Brady Holdco (UK) Limited
 

Consolidated statement of cash flows (continued)
For the Period Ended 26 May 2024

Period ended
26 May
Period ended
28 May

2024
2023

£000
£000



Cash flows from financing activities

Repayment of loans
(35,756)
(7,636)

Interest paid
(36,896)
(24,033)

Transfer of non-controlling interest
(14)
-

Net cash used in financing activities
(72,666)
(31,669)

Net (decrease)/increase in cash and cash equivalents
(22,977)
60,274

Cash and cash equivalents at beginning of period
60,274
-

Cash and cash equivalents at the end of period
37,297
60,274


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
37,297
60,274

37,297
60,274


The notes on pages 26 to 47 form part of these financial statements.

Page 24

 
PSSF Brady Holdco (UK) Limited
 

Consolidated Analysis of Net Debt
For the Period Ended 26 May 2024






At 29 May 2023
Cash flows
PiK interest
Fair value of interest rate cap
At 26 May 2024
£000

£000

£000

£000

£000

Cash at bank and in hand

60,274

(22,977)

-

-

37,297

Bank loans

(383,299)

35,756

(1,676)

-

(349,219)

Financial instruments

8,710

-

-

(2,647)

6,063


(314,315)
12,779
(1,676)
(2,647)
(305,859)

The notes on pages 26 to 47 form part of these financial statements.

Page 25

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

1.


General information

PSSF Brady Holdco (UK) Limited is a private company, limited by share capital, incorporated in England and Wales. The Registered Office is One St. Peters Square, Manchester, M2 3DE.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

The Group has elected to present its Profit and loss account in a manner which enables underlying activity to be separately identified. In order to derive underlying activity, the Group has separately categorised within the profit and loss account property related items arising as a result of the annual valuation of the core estate, the realisation or movement in value of the disposal estate or the release of negative goodwill associated with the realisation of licensed assets and exceptional items.
Exceptional items, which are classified by virtue of their size or nature as needing to be separately identified to show a full understanding of the underlying performance of the Group, are explained further in note 11.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 26

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

2.Accounting policies (continued)

 
2.3

Going concern

The Company’s going concern assessment as been considered as part of the Group assessment as it acts as a holding company and is therefore dependent on the going concern of the Group. In assessing Going Concern the Directors have considered the limiting factors that may prevent them from supporting a going concern assumption for the Group.  These are:
 
Insufficient cash resources to pay creditors as and when they become due; and
An inability to meet certain financial covenants (the Leverage Test) in the Group’s amended loan       facilities agreement with ICG, which could lead to an event of default which would trigger a       demand for repayment of the loan facilities.

Cash Resources
As of 22nd November 2024, the Group had £20.8m of free cash and undrawn, committed credit facilities of £12.0m. The pub estates continue to trade well meeting management’s expectations and generating cash. Pub disposals remain on track and Management have yet to see any impact on pub values as a result of the UK’s Financial Crisis. The Group has hedged its own utility costs and over half its interest rate exposure under its debt facilities. The robust cash position is also supported by the large freehold asset base.
Leverage Test
The Leverage Test (a quarterly covenant test of the ratio of net debt to EBITDA over the preceding 12 month period) was reset in August 2021 as part of the extension of the existing facilities to fund the Hawthorn Acquisition.  This included raised levels of covenant headroom and the addition of certain Pandemic Protection clauses, suspending the leverage test in the event of further large scale, Government mandated closures of pubs and replacing it with a minimum liquidly requirement or maintaining at least £5m of liquid cash resources during the impacted period. The Group's forecasts show the Leverage Test is met.
Conclusion
The Directors have concluded that sufficient resources exist for the Group to meet its liabilities as they fall due for the twelve months from the date of approval of the accounts. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 27

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

2.Accounting policies (continued)

 
2.5

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated profit and loss account in the same period as the related expenditure.

 
2.8

Interest income

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

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 28

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.13

Exceptional and non underlying items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence. Further details contained in note 11.
Operating profit is stated after all expenses except for profit or loss on disposal of property, plant and equipment which is considered to be outside the operating cycle of the business.

 
2.14

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. 

Positive goodwill is amortised to the profit and loss account over its estimated economic life, which is
deemed to be 20 years.
The negative goodwill is recognised in the profit and loss account as the non-monetary pub estate assets are realised through sale.

Page 29

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

2.Accounting policies (continued)

  
2.15

Tangible fixed assets

All fixed assets are initially recorded at cost or fair value if acquired through a business combination. Thereafter, property fixed assets are recorded at valuation, all other assets are recorded at depreciated cost. All assets are subject to depreciation and, in the event that indications of impairment exist, impairment review.
Property assets are revalued annually by the directors. Valuation movements arising as a result of the annual revaluation above depreciated historic cost are reflected through the Other Comprehensive Income, whereas valuation movements below depreciated historic cost are reflected through the Profit and Loss Account in arriving at operating profit.
The carrying value of properties held under lease agreements is derived after taking into account the cost of the head lease. In the event that the cost of the head lease exceeds the gross value of the leased asset, the corresponding net credit balance is recorded within provisions.
Expenditure on additions and improvements to the licensed estate is capitalised at cost as the expenditure is incurred. Such expenditure is then subject to depreciation over an expected average useful life of 7 years.
Short leasehold properties, being properties with 50 years or less of the lease remaining unexpired, are depreciated on a straight line basis over the unexpired term of the lease. Freehold land is not depreciated. Freehold buildings are only depreciated in the event that residual value at the end of their useful economic life is assessed as being materially below book value.

Fixtures, fittings and equipment which are to be retained by the Group are depreciated on a straight line basis over 3 years. Fixtures, fitting and equipment which the Group aims to sell to licensee are depreciated on a straight line basis over 4 years.

The carrying values of tangible fixed assets are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. Where a property is earmarked for disposal at the balance sheet date, and the carrying value exceeds the anticipated net proceeds on disposal, a provision for the anticipated loss on disposal is recorded.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss account.

 
2.16

Valuation of investments

Investments in subsidiaries are valued at cost less provision for impairment. Investments in subsidiaries are reviewed for impairment based upon the net asset value of the subsidiary at any period end.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 30

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

2.Accounting policies (continued)

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.21

Onerous leases

Where the unavoidable costs of a lease exceed the economic benefit expected to be received from it, a provision is made for the present value of the obligations under the lease.

  
2.22

Dilapidations provision

The Group has made Dilapidations provision in anticipation of the cost of future repairs and renovations that will need to be made in line with the lease obligations.

 
2.23

Financial instruments

The Group uses interest rate cap to adjust interest rate exposures. The cap is initially recognised at fair value on the date a derivative contract is entered into and is subsequently revalued to fair value and shown on the balance sheet at the year end with movements in fair value reflected through the profit and loss account.

Page 31

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements and key sources of estimation uncertainty in the financial statements:
Taxation
The Group establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority.
Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Further details are contained in note 21.
Fixed assets
The valuation was prepared using the open market value on an existing use basis. Pubs on the market or with a deal progressing are valued at the appropriate sales price. Most other pubs are valued on an income multiple basis. Income multiples take into account the geographical location of the pub and the tenure. Further details are contained in note 12.


4.


Turnover

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


Period ended
26 May
Period ended
28 May
2024
2023
£000
£000

Alcoholic and non-alcoholic drink revenue
156,588
106,982

Rental income
24,804
19,076

Gaming and other income
13,104
9,081

194,496
135,139


All turnover arose within the United Kingdom.

Page 32

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

5.


Operating profit

The operating profit is stated after charging:

Period ended
26 May
Period ended
28 May
2024
2023
£000
£000

Depreciation of tangible fixed assets
 12 
21,826
16,258

Auditors' remuneration
 6 
482
83

Operating lease rentals - land and building
  
700
97

Operating lease rentals - other operating leases
  
193
112

Defined contribution pension cost
 24 
705
410

Exceptional and non-underlying items
 11 
4,348
5,866


6.


Auditors' remuneration

Period ended
26 May
Period ended
28 May
2024
2023
£000
£000


Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
482
83


The total audit fee for the Admiral Taverns group of companies of £482,000 (2023 - £83,000) has been charged to and paid by Admiral Taverns (Chester) Limited a fellow group company.





7.


Employees

There were no employees of the Company and as such no staff costs in the Company.
Group staff costs, including directors' remuneration, were as follows:


Period ended 26 May
Period ended 28 May
2024
2023
£000
£000


Wages and salaries
14,429
8,363

Social security costs
1,762
1,041

Cost of defined contribution scheme
705
410

16,896
9,814


Page 33

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

7.


Employees (continued)

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


Period ended 26 May
Period ended
28 May
2024
2023
£000
£000



Operations
84
87

Administration
131
110

215
197


8.


Interest receivable and similar income

Period ended
26 May
Period ended
28 May
2024
2023
£000
£000


Bank interest receivable
386
247

Other interest receivable
179
141

565
388



9.


Underlying interest payable and similar expenses

Period ended
26 May
Period ended
28 May
2024
2023
£000
£000


Bank interest payable
35,953
27,896

Other interest payable
(85)
172

Amortisation of finance costs
1,676
1,292

37,544
29,360

Page 34

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

10.


Taxation


Period ended
26 May
Period ended
28 May
2024
2023
£000
£000



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
204
373

Total deferred tax
204
373


Taxation on profit on ordinary activities
204
373
Page 35

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024
 
10.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 - 20%). The differences are explained below:

Period ended
26 May
Period ended
28 May
2024
2023
£000
£000


Loss on ordinary activities before tax
(6,014)
(2,150)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20%)
(1,504)
(430)

Effects of:


Expenses not deductible for tax purposes
3,885
803

Tax loss in connection with disposal of fixed assets
(1,835)
-

Deferred tax movement
(73)
-

Adjustments in respect of prior periods deferred tax
(269)
-

Total tax charge for the period
204
373


Factors that may affect future tax charges

The standard rate of Corporation Tax in the UK has not changed since 1 April 2017 and is currently 25% (2023 - 25%). Accordingly, the company’s profits for this accounting period are taxed at an effective rate of 25% (2023 - 20%). The increase of the main rate of corporation tax from 19% to 25% from 1 April 2023 was announced in the Finance Bill 2021, which was substantively enacted on 24 May 2021.
Any future profits will be taxed at the appropriate rate. Deferred tax as at 26 May 2024 has been calculated at 25%; being the substantively enacted rate at which the deferred tax is expected to reverse.

Page 36

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

11.


Exceptional and non-underlying items

Period ended
26 May
Period ended
28 May
2024
2023
£000
£000

  


Revaluation through profit and loss
 12 
5,629
5,852

Restructuring and integration costs
  
295
731

Asbestos provision
  
489
1,410

Profit on disposal of fixed assets
  
(2,065)
(2,127)

  
4,348
5,866

Other exceptional and non-underlying items below operating profit
  


Fair value of interest rate cap
  
2,647
(6,812)

  
6,995
(946)

Property assets are revalued annually by the directors. Valuation movements below depreciated historic cost are reflected through the Profit and Loss Account. In the period this movement was a credit of £3,253,000 and a debit of £8,882,000 (2023 - debit £5,852,000).
The Group has reviewed its pub estate for Asbestos and has provided for £489,000 (2023 - £1,410,000) in respect of removal costs.
Restructuring and integrations costs at £295,000 (2023 - £731,000).
The Group used an interest rate cap to adjust interest rate exposures. The movement in the period was a loss of £2,647,000 (2023 - gain £6,812,000).

Page 37

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

12.


Tangible fixed assets

Group








Freehold property
Long-term leasehold property
Short-term leasehold property
Fixtures, fittings and equipment
Total

£000
£000
£000
£000
£000



Cost or valuation


At 29 May 2023
532,900
20,033
7,812
11,135
571,880


Additions
25,669
853
1,457
7,028
35,007


Transfers between classes
(1,541)
1,409
(238)
383
13


Disposals
(25,147)
(805)
(28)
(5,296)
(31,276)


Transfer to debtors
-
-
-
(651)
(651)


Revaluation deficit to profit and loss
(7,560)
(586)
(224)
-
(8,370)


Revaluation of fixtures
and fittings
-
-
-
1,462
1,462


Revaluation surplus to
reserves
56,025
2,346
821
-
59,192



At 26 May 2024

580,346
23,250
9,600
14,061
627,257



Depreciation


At 29 May 2023
-
-
13
6,030
6,043


Charge for the period
16,145
773
871
4,037
21,826


Disposals
(2,416)
(79)
(3)
(4,463)
(6,961)


Revaluation deficit to profit and loss
(2,490)
(160)
(91)
-
(2,741)


Revaluation surplus to
reserves
(11,239)
(534)
(790)
-
(12,563)



At 26 May 2024

-
-
-
5,604
5,604



Net book value



At 26 May 2024
580,346
23,250
9,600
8,457
621,653



At 28 May 2023
532,900
20,033
7,799
5,105
565,837

Page 38

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

12.


Tangible fixed assets (continued)

Freehold property
Long-term leasehold property
Short-term leasehold property
Fixtures, fittings and equipment
Total
      £000
      £000
      £000
      £000
      £000

Public houses at valuation

580,346

23,250

9,600
 
-
 
613,196

Other assets at depreciated costs

-

-

-
 
8,457
 
8,457


580,346

23,250

9,600
 
8,457
 
621,653


As at the year end the Group is trading the majority of its pub with results exceeding expectations. This has removed any material uncertainty over the near-term trading of the Group which had existed at the prior year end. Accordingly the Directors believe the multiples based approach continues to be the best valuation method.
The Directors considered the impact of sensitivities to the key assumption of Income Multiples as follows.
    • A 5% reduction in the multiples used results in an £19.1m reduction in valuation
    • A 5% increase in the multiples used results in an £20.0m increase in valuation
 

The historical cost at 26 May 2024 of the estate of public houses included at valuation is as follows:

Freehold property
Long-term leasehold property
Short-term leasehold property
Total
      £000
      £000
      £000
      £000

Public houses

487,346

19,248

7,610
 
514,204
 

Page 39

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

13.


Fixed asset investments

Company






Investments in subsidiary companies

£000



Cost or valuation


At 29 May 2023
141,979



At 26 May 2024
141,979
Subsidiary undertakings Details of the investments in which the Company (unless indicated) holds 20% or more of the nominal value of any class of share are as follows:


Name
Class of shares
Note
Principal activity

Admiral Taverns (Chester) Limited*
Ordinary
1
Management company

Admiral Taverns (Relax) Limited*
Ordinary
1
Pub company

Admiral Taverns (Portfolio No 2) Limited*
Ordinary
1
Pub company

Admiral Taverns Limited*
Ordinary
1
Pub company

Admiral Taverns (Harmony) Limited*
Ordinary
1
Pub company

Admiral Taverns (780) Limited*
Ordinary
1
Pub company

Admiral Taverns (Max) Limited*
Ordinary
1
Holding company

Admiral Taverns Nevada Properties Limited*
Ordinary
1
Pub company

Admiral Taverns Piccadilly Limited*
Ordinary
1
Pub company

Pub Partnership Acquisitions Limited*
Ordinary
1
Pub company

Admiral Taverns Bidco Limited*
Ordinary
1
Holding company

Hawthorn Leisure Management Limited*
Ordinary
2
Management company

Hawthorn Leisure (Mantle) Limited*
Ordinary
1
Pub company

Hawthorn Leisure Public Houses Limited*
Ordinary
1
Pub company

Hawthorn Leisure Community Pubs Limited*
Ordinary
1
Pub company

Bravo Inns Limited*
Ordinary
2
Pub company

Bravo Inns II Limited*
Ordinary
2
Pub company

Hawthorn Leisure Limited*
Ordinary
2
Pub company

Hawthorn Leisure Acquisitions Limited*
Ordinary
2
Pub company

Hawthorn Leisure Honey Limited*
Ordinary
2
Pub company

Hawthorn Leisure Holdings No 4 Limited*
Ordinary
5
Holding company

Hawthorn Leisure Holdings No 7 Limited*
Ordinary
3
Holding company

Hawthorn Leisure Property Unit Trust No 4*
Trust
4
Trust

Hawthorn Leisure Scotco Limited*
Ordinary
2
Dormant company

Hawthorn Leisure Holdings Limited*
Ordinary
2
Holding company

Hawthorn Leisure (Bravo Inns) Limited*
Ordinary
2
Holding company

Hawthorn Leisure Topco Limited*
Ordinary
1
Holding company

AT Brady Bidco Limited*
Ordinary
1
Financing company

AT Brady Holdings Limited*
Ordinary
1
Holding company

Brady P&C Limited
Ordinary
1
Holding company
Page 40

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

13.


Fixed asset investments (continued)

* Indirectly held investment
1. The entities are unlisted, 100% holdings and incorporated in the United Kingdom with registered addresses of Milton Gate, 60 Chiswell Street, London, EC1Y 4AG.
2. The entities are unlisted, 100% holdings and incorporated in the United Kingdom with registered
addresses of One St Peter's Square, Manchester, M2 3DE.
3. The above entities are unlisted, 100% holdings and incorporated in the Guernsey with registered addresses of De Catapan House, Grange Road, St Peter Port, Guernsey, GY1 2QG.
4. The Group has 100% holding of Units of the Trust and it has a registered address of IFC 5, St Helier, Jersey, JE1 1ST.
5. The above entities are unlisted, 100% holdings and incorporated in the Guernsey with registered addresses of PO Box 142, Suite 2, Block C, Hirzel Court, Guernsey, GY1 3HT.


14.


Stocks

Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000

Finished goods and goods for resale
831
913
-
-

831
913
-
-


Page 41

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

15.


Debtors

Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000

Due after more than one year

Other debtors
72
85
-
-

Preference share interest accrued income
-
-
17,141
10,156

Deferred tax asset
20,013
20,218
-
-

Hire purchase debtor
379
569
-
-

20,464
20,872
17,141
10,156


The Preference Shares carry a fixed, payment in kind interest rate of 15% which compounds annually. The shares are redeemable on completion of certain events which the Group has the right to defer.

Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000

Due within one year

Trade debtors
6,146
4,516
-
-

Other debtors
790
741
-
3

Prepayments and accrued income
4,425
3,655
-
-

Hire purchase debtor
476
609
-
-

Financial instruments
6,063
8,710
-
-

17,900
18,231
-
3



16.


Cash and cash equivalents

Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000

Cash at bank and in hand
37,297
60,274
-
-

37,297
60,274
-
-


Page 42

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

17.


Creditors: Amounts falling due within one year

Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000

Trade creditors
24,127
17,559
-
-

Amounts owed to group undertakings
-
-
4
-

Corporation tax
-
5
-
-

Other taxation and social security
4,330
3,518
-
-

Other creditors
6,265
6,482
79
79

Accruals and deferred income
31,332
37,831
-
3

66,054
65,395
83
82



18.


Creditors: Amounts falling due after more than one year

Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000

Bank loans
349,219
383,299
-
-

349,219
383,299
-
-


The third-party debt from Intermediate Capital Group plc (“ICG”) has a term of seven years terminating in August 2028 and the rate of interest is 3 month SONIA plus an agreed margin.




19.


Loans


Analysis of the maturity of loans is given below:


Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000



Amounts falling due 2-5 years

Bank loans
349,219
383,299
-
-

349,219
383,299
-
-


Page 43

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

19.


Loans (continued)

Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000


Bank loans
356,304
392,060
-
-

Finance costs
(15,867)
(15,867)
-
-

Amortisation of finance costs
8,782
7,106
-
-

349,219
383,299
-
-


20.


Financial instruments

Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000

Financial assets

Cash at bank and in hand
37,297
60,274
-
-

Financial assets measured at fair value through profit or loss
6,063
8,710
-
-

Financial assets measured at amortised cost
7,862
5,336
-
3,269

51,222
74,320
-
3,269


Financial liabilities

Financial liabilities measured at amortised cost
423,222
(458,847)
(81,787)
(81,787)


Financial assets measured at amortised cost comprise trade debtors, HP debtors, intercompany debtors and other debtors.


Financial liabilities measured at amortised cost comprise trade creditors, intercompany creditors, other creditors and accruals.

Page 44

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

21.


Deferred taxation


Group



2024


£000






At 29 May 2023
20,218


Charged to profit or loss
(205)



At 26 May 2024
20,013

Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000

Decelerated capital allowances
11,289
12,279
-
-

Tax losses carried forward
6,974
5,897
-
-

Other
1,750
2,042
-
-

20,013
20,218
-
-

The Group has reviewed the recoverability of the deferred tax asset. It is deemed to be recoverable given the expectation of future profits as the losses are as a result of Covid-19.

Deferred taxation assets not recognised in the financial statements are as follows:


Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000


Tax losses
8,889
8,889
-
-

Deccelerated capital allowances
582
-
-
-

9,471
8,889
-
-

In addition to the above, the group has recognised capital losses to the extent of a deferred tax liability created from the unrealised valuation of PPE. This has been recognised through other comprehensive income because it results from an unrealised event.

Page 45

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

22.


Provisions


Group



Provision for onerous lease
Dilapidations Provision
Total

£000
£000
£000





At 29 May 2023
907
4,241
5,148


Charged to profit or loss
-
24
24


Capital expenditure less depreciation
20
-
20


Disposed
(128)
-
(128)



At 26 May 2024
799
4,265
5,064

The onerous lease provision incorporates expected cash inflows from the utilisation of the assets. The calculation includes the directors best estimate of the likely future cash inflows, and in the event that no inflows were receivable the maximum increase in the provision would be £1.5m.


23.


Share capital and reserves

26 May
28 May
2024
2023
£000
£000
Allotted, called up and fully paid



141,978,178 (2023 - 141,978,178) Ordinary shares of £1 each
141,978
141,978

Each holder of Ordinary shares shall have one vote and on a poll each holder of the shares shall have one vote for each share held by it.
 
Each holder of the Ordinary shares have the right to participate pari passu in relation to any dividends. 
 
Revaluation reserve is the amount of gain of a property as a result of the annual pub portfolio revaluation
 
Profit and loss account is the total cumulative profit and loss for the group.



24.


Pension commitments

The Group operates a defined contribution pension scheme in respect of the employees of the Group. The scheme and its assets are held by independent managers. The pension charge for the period to 26 May 2024 represents contributions due from the Group and amounted to £705,000 (2023 - £410,000).
There were contributions outstanding at the period end of £96,000 (2023 - £88,000).

Page 46

 
PSSF Brady Holdco (UK) Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

25.


Commitments under operating leases

At 26 May 2024 the Group and the Company had future minimum lease payments under non-cancellable operating leases as follows:


Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000

Land and buildings

Not later than 1 year
794
793
-
-

Later than 1 year and not later than 5 years
3,101
3,129
-
-

Later than 5 years
17,281
16,030
-
-

21,176
19,952
-
-

Group
26 May
Group
28 May
Company
26 May
Company
28 May
2024
2023
2024
2023
£000
£000
£000
£000

Other

Not later than 1 year
195
194
-
-

Later than 1 year and not later than 5 years
269
177
-
-

464
371
-
-


26.


Related party transactions

The executive directors of AT Brady Holdings Limited are considered to be related parties through a combination of their roles as executives in the Group and their interests in the A2, E, F and Deferred shares in AT Brady Holdings Limited.
T&R Theakstons Ltd (“Theakstons”) is considered to be a related party due C Jowsey, a director of AT Brady Holdings Limited, being non-executive director of Theakstons. During the period the Group made purchases of £161,000 (2023 - £74,000) from Theakstons. At the period end £4,000 (2023 - £13,000) was owed to Theakstons.


27.


Post balance sheet events

On 25 June 2024 the Group purchased 37 pubs from Fuller Smith and Turner Plc for £18.3m. This was funded by a £13m extension of the Group's loan facility with the balance from the Group's cash reserves.
A further 18 sites were acquired from Martsons Plc on 26th September 2024 for £11.0m. This was funded from the Group’s cash reserves.


28.


Ultimate parent undertaking and controlling party

The company’s ultimate parent undertaking and controlling party is PSSF Brady (Cayman) Limited, an entity incorporated in the Cayman Islands.

Page 47