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Registered number: 13937182









RED OAK TAVERNS GROUP TOPCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
Mark Grunnell 
Richard Beenstock 
Aaron Maxwell Brown 
Orvar Kaernested 
Graeme Bunn 
Nathan Audas (appointed 2 May 2024)




Registered number
13937182



Registered office
Gamma 5a
1-5 West Road

Ipswich

Suffolk

IP3 9FF





 
RED OAK TAVERNS GROUP TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
 
 
1 - 3
Directors' Report
 
 
4 - 5
Independent Auditors' Report
 
 
6 - 10
Consolidated Statement of Comprehensive Income
 
 
11
Consolidated Balance Sheet
 
 
12 - 13
Company Balance Sheet
 
 
14
Consolidated Statement of Changes in Equity
 
 
15 - 17
Company Statement of Changes in Equity
 
 
18 - 19
Consolidated Statement of Cash Flows
 
 
20 - 21
Consolidated Analysis of Net Debt
 
 
22
Notes to the Financial Statements
 
 
23 - 43


 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The accounts of Red Oak Taverns Ltd for the year ended 31 December 2024 reflect another year of strong performance for the Company, delivered against a backdrop of ongoing economic uncertainty and persistent cost-of-living pressures. Despite these external challenges, the business has continued to perform well, underpinned by careful financial management, operational resilience, and a continued focus on delivering value.
We have maintained our commitment to investing in our existing portfolio, supporting our tenants, and growing the business through targeted acquisitions. These efforts reinforce our long-term strategy to build a robust and sustainable pub estate while adapting to changing market conditions.

Business review
 
Sales of the Group reached a record level of £24.6 million, representing an increase of £3.9 million, 19% compared to 2023. This growth contributed to an operating margin (adjusted for disposals of assets) of 33%, up from 32% in the prior year.
A key factor driving the increase in sales was the continued investment in our estate, with £3.1 million spent on maintenance and capital expenditure. In addition, we strengthened our partnerships with tenants to support and enhance operational performance. During the year, the Company acquired 19 high-quality sites for £12.6 million and disposed of 9 underperforming assets as part of an ongoing strategy to optimise the portfolio.
Additionally, the Euro Championships during the summer of 2024 provided a significant boost to trade across our estate. Many pubs experienced increased customer visits and higher sales volumes on match days, which positively impacted overall revenues for the year. The Company actively supported this through targeted marketing and event programming in partnership with tenants.
Cost control remained a priority, with ongoing efforts to improve operational efficiencies and manage supplier relationships closely. These initiatives helped mitigate inflationary pressures and support profitability.
Profit for the year before taxation was £189k. After Group deferred tax movement of £119k, the net profit for the year was £309k.

Page 1

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
The principal risks and uncertainties facing the Group are set out below and are monitored on an ongoing basis by management, who meet regularly to assess and respond to changes in the external and internal risk environment.
 
Although inflationary pressures have eased compared to the previous year, costs across food, drink, energy, and wages remain elevated relative to historical norms. Labour costs in particular have risen due to increases in the National Minimum Wage and National Insurance contributions. The Company continues to support its tenants and invest in the business to maintain long-term resilience and quality of service.
The primary risk continues to be the broader global economic uncertainty and its effect on consumer confidence and spending patterns. While socialising and hospitality remain core aspects of UK culture, changes in consumer behaviour — particularly in response to cost-of-living pressures — may impact trading performance. These trends are closely monitored through the production of monthly management accounts and regular board oversight.
 
The ongoing conflicts in Ukraine and the Middle East (including Gaza) present continued geopolitical risk, with potential macroeconomic consequences such as commodity price volatility, supply chain disruption, and impacts on energy and inflation levels. Interest rates also remain a concern, with elevated borrowing costs affecting both business investment and consumer spending power.
Despite these uncertainties, the Group remains well positioned to manage potential economic challenges, underpinned by its strong reserves, prudent financial management, and a continued focus on cost control and operational efficiency.

Financial key performance indicators
 
Volume data in relation to barrelage is closely monitored with all sites reviewed on a regular basis and comparison to prior months and prior years discussed. Where required, any large variances are investigated and rectified by discussion with the tenant partner.
Capital expenditure is an important part of the company’s outlook and strategy with the aim of supporting tenants and investing in the portfolio. This in turn will lead to higher rents, stronger covenant and better tenants. This is reported monthly to the Board with an analysis of historic capital expenditure analysed and future pipelines discussed. 
House EBITDA - we closely monitor our House EBITDA performance. This is reviewed in monthly meetings with the operational and the senior management team and we regularly compare to previous years and our Budget to ensure the required growth is being achieved from each site and the estate as a whole.

Page 2

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators
 
Closed sites are regularly reviewed with both the financial impact of the site considered, the length of time it has been closed and the option to dispose of the site. Closed sites represent both a loss of income and an extra cost to the company with security costs and empty business rates and therefore the Company policy is to keep these to an absolute minimum.
Agreement types with tenants are also reviewed on a regular basis.  The aim of the company is to reduce the number of short term ‘tenancies at will’ that are in place at any one time with more substantive lease and tenancy agreements considered to be a better long term income stream for the Company.
As at the end of 2024, the Company’s net assets stood at £44.5 million, representing a slight increase compared to December 2023. This was driven by the overall increase in profit. 
The Group’s net current liabilities increased from £2.7 million in 2023 to £5.0 million in 2024. This movement is partly attributable to a £2.9 million loan facility that falls due in 2025, which has been reclassified as a current liability. Despite this increase, the Group maintains a strong financial position, supported by cash reserves of over £1.8 million and total bank borrowings amounting to £76.8 million. 
Finally, I have the pleasurable task yet again to thank all the executives and employees of the Red Oak Taverns Group for their hard work and achievements during the year and I am delighted to be able to express my appreciation for their efforts.


This report was approved by the board on 27 June 2025 and signed on its behalf.



Mark Grunnell
Director

Page 3

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 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;

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 profit for the year, after taxation, amounted to £308,908 (2023 - £5,470,711).

No dividend was declared in the period to external shareholders. 

Directors

The directors who served during the year were:

Mark Grunnell 
Richard Beenstock 
Aaron Maxwell Brown 
Orvar Kaernested 
Graeme Bunn 
Nathan Audas (appointed 2 May 2024)

Future developments

The company will continue to invest in its portfolio and look to make strategic acquisitions that will enable the Group to grow over the coming years.

Page 4

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

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.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsBKL Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 27 June 2025 and signed on its behalf.
 





Mark Grunnell
Director

Page 5

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED OAK TAVERNS GROUP TOPCO LIMITED
 

Opinion


We have audited the financial statements of Red Oak Taverns Group Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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).


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 31 December 2024 and of the Group's profit for the year 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.


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. 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 6

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED OAK TAVERNS GROUP TOPCO 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the 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.


Page 7

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED OAK TAVERNS GROUP TOPCO LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 8

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED OAK TAVERNS GROUP TOPCO 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.


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:
enquiring of management as to the Company’s policies and procedures to prevent and detect fraud as       well as enquiring whether management have knowledge of any actual, suspected or alleged fraud;
• reading minutes of meetings of those charged with governance; and
• using analytical procedures to identify any unusual or unexpected relationships.
As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because the Company’s revenue streams are simple in nature with respect to accounting policy choice, and are easily verifiable to external data sources or agreements with little or no requirement for estimation from management. We did not identify any additional fraud risks.
We performed procedures including
• Identifying journal entries and other adjustments to test based on risk criteria and comparing any identified  entries to supporting documentation; and
• incorporating an element of unpredictability in our audit procedures.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general sector experience and through discussion with management (as required by auditing standards), and discussed with management the policies and procedures regarding compliance with laws and regulations.
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of litigation or impacts on the Company’s ability to operate. We identified company law as being the area most likely to have such an effect. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and
Page 9

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED OAK TAVERNS GROUP TOPCO LIMITED (CONTINUED)


regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. 
In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.


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.





Jake Lew (Senior Statutory Auditor)
  
for and on behalf of
BKL Audit LLP
 
Statutory Auditor
  
35 Ballards Lane
London
N3 1XW

27 June 2025
Page 10

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
24,558,388
20,663,263

Cost of sales
  
(8,950,979)
(6,926,018)

Gross profit
  
15,607,409
13,737,245

Administrative expenses
  
(8,309,912)
(6,588,115)

Fair value movements
  
-
8,391,453

Exceptional items
  
-
(1,747,214)

Operating profit
  
7,297,497
13,793,369

Interest receivable and similar income
 8 
-
20,768

Interest payable and similar expenses
 9 
(7,108,017)
(6,325,897)

Profit before taxation
  
189,480
7,488,240

Tax on profit
 10 
119,428
(2,017,529)

Profit for the financial year
  
308,908
5,470,711

  

Unrealised surplus/(deficit) on revaluation of tangible fixed assets
  
-
(50,000)

Removal of deferred tax relating to the disposal of land and buildings
  
88,392
-

Other comprehensive income for the year
  
88,392
(50,000)

Total comprehensive income for the year
  
397,300
5,420,711

Profit for the year attributable to:
  

Owners of the parent Company
  
308,908
5,470,711

  
308,908
5,470,711

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
397,300
5,420,711

  
397,300
5,420,711

The notes on pages 23 to 43 form part of these financial statements.

Page 11

 
RED OAK TAVERNS GROUP TOPCO LIMITED
REGISTERED NUMBER: 13937182

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
598,751
777,635

Tangible assets
 14 
8,377,919
6,474,088

Investment property
 16 
117,787,881
108,554,011

  
126,764,551
115,805,734

Current assets
  

Stocks
 17 
72,294
54,241

Debtors: amounts falling due within one year
 18 
1,542,786
2,818,531

Cash at bank and in hand
 19 
1,765,935
1,547,252

  
3,381,015
4,420,024

Creditors: amounts falling due within one year
 20 
(8,409,180)
(7,074,623)

Net current liabilities
  
 
 
(5,028,165)
 
 
(2,654,599)

Total assets less current liabilities
  
121,736,386
113,151,135

Creditors: amounts falling due after more than one year
  
(73,818,072)
(65,422,301)

Provisions for liabilities
  

Deferred tax
  
(6,325,499)
(6,533,319)

  
 
 
(6,325,499)
 
 
(6,533,319)

Net assets excluding pension asset
  
41,592,815
41,195,515

Net assets
  
41,592,815
41,195,515


Capital and reserves
  

Called up share capital 
 25 
34,422,737
34,422,737

Revaluation reserve
  
303,392
212,435

Investment property reserve
  
4,820,487
5,534,902

Profit and loss account
  
1,983,699
962,941

Equity attributable to owners of the parent Company
  
41,530,315
41,133,015

Non-controlling interests
  
62,500
62,500

  
41,592,815
41,195,515


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 June 2025.


Page 12

 
RED OAK TAVERNS GROUP TOPCO LIMITED
REGISTERED NUMBER: 13937182
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024



Mark Grunnell
Director

The notes on pages 23 to 43 form part of these financial statements.

Page 13

 
RED OAK TAVERNS GROUP TOPCO LIMITED
REGISTERED NUMBER: 13937182

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
44,443,957
44,443,957

  
44,443,957
44,443,957

Current assets
  

Debtors: amounts falling due within one year
 18 
400,000
200,000

  
400,000
200,000

Creditors: amounts falling due within one year
 20 
(319,050)
(203,585)

Net current assets/(liabilities)
  
 
 
80,950
 
 
(3,585)

Total assets less current liabilities
  
44,524,907
44,440,372

  

  

Net assets excluding pension asset
  
44,524,907
44,440,372

Net assets
  
44,524,907
44,440,372


Capital and reserves
  

Called up share capital 
 25 
34,422,737
34,422,737

Profit and loss account brought forward
  
10,017,635
9,936,038

Profit for the year
  
84,535
81,597

Profit and loss account carried forward
  
10,102,170
10,017,635

  
44,524,907
44,440,372


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 June 2025.


Mark Grunnell
Director

The notes on pages 23 to 43 form part of these financial statements.

Page 14
 

 
RED OAK TAVERNS GROUP TOPCO LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024



Called up share capital
Revaluation reserve
Investment property revaluation reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 January 2024
34,422,737
212,435
5,534,902
962,941
41,133,015
62,500
41,195,515



Comprehensive income for the year


Profit for the year

-
-
-
308,908
308,908
-
308,908


Realised gain on disposal of buildings
-
(353,566)
-
353,566
-
-
-


Deferred tax transfer from retained earnings
-
88,392
119,428
(119,428)
88,392
-
88,392


Transfer to/from profit and loss account
-
356,131
(356,131)
-
-
-
-



Other comprehensive income for the year
-
90,957
(236,703)
234,138
88,392
-
88,392



Total comprehensive income for the year
-
90,957
(236,703)
543,046
397,300
-
397,300


Realised gain on disposal of land and building
-
-
(477,712)
477,712
-
-
-



Total transactions with owners
-
-
(477,712)
477,712
-
-
-



At 31 December 2024
34,422,737
303,392
4,820,487
1,983,699
41,530,315
62,500
41,592,815



The notes on pages 23 to 43 form part of these financial statements.

Page 15

 

 
RED OAK TAVERNS GROUP TOPCO LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Revaluation reserve
Investment property revaluation reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 January 2023
34,422,737
-
-
1,300,296
35,723,033
62,500
35,785,533



Comprehensive income for the year


Profit for the year

-
-
-
5,470,711
5,470,711
-
5,470,711


Deferred tax movements
-
-
-
2,185,363
2,185,363
-
2,185,363


Fair value adjustments
-
-
-
(8,391,453)
(8,391,453)
-
(8,391,453)


Transfer of fair value to revaluation reserves
-
(50,000)
8,391,453
-
8,341,453
-
8,341,453


Adjustment to deferred tax provision
-
-
(2,185,363)
-
(2,185,363)
-
(2,185,363)


Revaluation transfer between classes of assets
-
262,435
(262,435)
-
-
-
-



Other comprehensive income for the year
-
212,435
5,943,655
(6,206,090)
(50,000)
-
(50,000)



Total comprehensive income for the year
-
212,435
5,943,655
(735,379)
5,420,711
-
5,420,711



Contributions by and distributions to owners


Purchase of own shares
-
-
-
(10,729)
(10,729)
-
(10,729)


Transfer of realised gain to retained profit
-
-
(408,753)
408,753
-
-
-



Total transactions with owners
-
-
(408,753)
398,024
(10,729)
-
(10,729)



At 31 December 2023
34,422,737
212,435
5,534,902
962,941
41,133,015
62,500
41,195,515



Page 16

 

 
RED OAK TAVERNS GROUP TOPCO LIMITED


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

The notes on pages 23 to 43 form part of these financial statements.

Page 17
 
RED OAK TAVERNS GROUP TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2024
34,422,737
10,017,635
44,440,372


Comprehensive income for the year

Profit for the year
-
84,535
84,535
Total comprehensive income for the year
-
84,535
84,535


At 31 December 2024
34,422,737
10,102,170
44,524,907


The notes on pages 23 to 43 form part of these financial statements.

Page 18

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
34,422,737
9,936,038
44,358,775


Comprehensive income for the year

Profit for the year
-
81,597
81,597
Total comprehensive income for the year
-
81,597
81,597


At 31 December 2023
34,422,737
10,017,635
44,440,372


The notes on pages 23 to 43 form part of these financial statements.

Page 19

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
308,908
5,470,711

Adjustments for:

Amortisation of intangible assets
178,884
178,884

Depreciation of tangible assets
569,319
434,902

(Profit)/loss on disposal of tangible assets
821,267
(536,677)

Interest paid
7,108,017
6,325,897

Interest received
-
(20,768)

Taxation charge
(119,428)
(2,017,529)

(Increase) in stocks
(18,053)
(18,589)

Decrease in debtors
540,011
840,554

(Decrease)/increase in creditors
(1,539,498)
2,817,974

Increase in provisions
-
2,185,363

Net fair value losses/(gains) recognised in P&L
-
(8,391,453)

Corporation tax received/(paid)
375,734
(251,486)

Net cash generated from operating activities

8,225,161
7,017,783


Cash flows from investing activities

Sale of intangible assets
290,000
-

Purchase of tangible fixed assets
(1,549,941)
(1,318,869)

Sale of tangible fixed assets
857,971
323,838

Purchase of investment properties
(13,667,067)
(13,872,751)

Sale of investment properties
1,566,401
2,881,390

Interest received
-
20,768

Net cash from investing activities

(12,502,636)
(11,965,624)

Cash flows from financing activities

New secured loans
13,077,699
10,481,419

Repayment of loans
(1,563,000)
-

Interest paid
(7,018,541)
(6,325,897)

Net cash used in financing activities
4,496,158
4,155,522

Net increase/(decrease) in cash and cash equivalents
218,683
(792,319)

Cash and cash equivalents at beginning of year
1,547,252
2,339,571

Cash and cash equivalents at the end of year
1,765,935
1,547,252


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,765,935
1,547,252
Page 20

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023

£
£


1,765,935
1,547,252


The notes on pages 23 to 43 form part of these financial statements.

Page 21

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

1,547,252

218,683

1,765,935

Debt due after 1 year

(65,422,301)

(8,395,771)

(73,818,072)

Debt due within 1 year

-

(2,937,000)

(2,937,000)


(63,875,049)
(11,114,088)
(74,989,137)

The notes on pages 23 to 43 form part of these financial statements.

Page 22

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Red Oak Taverns Group Topco Limited is a company limited by shares incorporated in England and Wales.The company's registered office is Gamma 5a, 1-5 West Road, Ipswich, Suffolk, England, IP3 9FF. The company's main activity is that of a holding company and its subsidiaries are that of property investment company and pub operators.

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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £. 

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 Statement of Comprehensive Income in these financial statements.

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 Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

Page 23

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Turnover consists of rental income, income generated from machines within the pubs and income generated from the pub operations including beverage sales. 

 
2.4

Interest income

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

 
2.5

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.

 
2.6

Borrowing costs

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

Page 24

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


 
2.8

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 25

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

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. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
50 years straight line
Fixtures and fittings
-
10 years straight line
Office equipment
-
10 years straight line
Other fixed assets
-
10 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 26

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.12

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

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.

 
2.16

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.

Page 27

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.17

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.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Page 28

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Page 29

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 30

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. 
Impairment of trade debtors
An impairment loss is recognised when there is objective evidence that a financial assets is impaired. Management specifically reviews its trade debtor assets and analyses historical bad debts, customer creditworthiness and current economic trends when making a judgement to evaluate the adequacy of the allowance for impairment losses. Where there is objective evidence of impairment, the carrying amount is adjusted accordingly.
Valuation of investment properties
Properties held as investment property are measured at fair value reflecting market conditions at the balance sheet date. Gains and losses arising from changes in the fair value of investment property are recognised in the income statement in the period in which they arise. Fair values are determined based on an annual revaluation by external valuers.
Impairment of property, plant, equipment
Property, plant and equipment is reviewed for impairment if there are any indicators to suggest that the carrying amount may not be recoverable. Recoverable amounts are determined based on value-in-use calculations and fair values. Where fair values have been used these are derived from known sales proceeds or an external valuation. 
Impairment of goodwill
Goodwill is tested for impairment annually, or more frequently where events or changes in circumstances indicate that the carrying value may be impaired.


4.


Turnover

All turnover arose within the United Kingdom.
The Group generates turnover from rental income, income from the management of its own sites, wet income and machine income. A segmental analysis of turnover, operating profit and net assets has not been disclosed, as in the opinion of the directors, such disclosure would be seriously prejudicial to the Group's interests.

Page 31

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
78,215
80,170

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


6.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Company
2024
2024
£
£

Wages and salaries
1,860,937
-

Directors remuneration
110,465
110,465

1,971,402
110,465


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
No.
            No.
No.
            No.









Operations
29
28
-
-



Management
4
5
5
5



Administration
1
1
-
-

34
34
5
5


7.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
110,465
113,403

110,465
113,403


Page 32

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Interest receivable

2024
2023
£
£


Other interest receivable
-
20,768

-
20,768


9.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
7,108,017
6,325,897

7,108,017
6,325,897


10.


Taxation


2024
2023
£
£

Corporation tax


Adjustments in respect of previous periods
-
(167,834)


-
(167,834)


Total current tax
-
(167,834)

Deferred tax


Origination and reversal of timing differences
(119,428)
2,185,363

Total deferred tax
(119,428)
2,185,363


Tax on profit
(119,428)
2,017,529
Page 33

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
189,480
7,488,240


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
47,370
1,422,766

Effects of:


Other timing differences leading to an increase (decrease) in taxation
(166,798)
594,763

Total tax charge for the year
(119,428)
2,017,529


Factors that may affect future tax charges

The sale of investment properties may affect future tax charges to the Group. 


11.


Dividends

There were no dividends declared in the year.




12.


Exceptional items

2024
2023
£
£


Exceptional items - Loan fees written off due to refinance of the business in December 2023
-
1,747,214

-
1,747,214

Page 34

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2024
1,135,403



At 31 December 2024

1,135,403



Amortisation


At 1 January 2024
357,768


Charge for the year on owned assets
178,884



At 31 December 2024

536,652



Net book value



At 31 December 2024
598,751



At 31 December 2023
777,635



Page 35

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Tangible fixed assets

Group






Freehold property
Fixtures and fittings
Office fittings
Other fixed assets
Total

£
£
£
£
£



Cost or valuation


At 1 January 2024
3,430,000
5,012,242
154,703
40,000
8,636,945


Additions
-
1,538,536
11,405
-
1,549,941


Disposals
(720,000)
(534,988)
-
-
(1,254,988)


Transfers between classes
2,148,197
-
-
-
2,148,197



At 31 December 2024

4,858,197
6,015,790
166,108
40,000
11,080,095



Depreciation


At 1 January 2024
233,800
1,858,123
42,934
28,000
2,162,857


Charge for the year on owned assets
55,613
468,036
12,150
4,000
539,799


Disposals
(480)
-
-
-
(480)



At 31 December 2024

288,933
2,326,159
55,084
32,000
2,702,176



Net book value



At 31 December 2024
4,569,264
3,689,631
111,024
8,000
8,377,919



At 31 December 2023
3,196,200
3,154,119
111,769
12,000
6,474,088




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Freehold
4,569,264
3,196,200

4,569,264
3,196,200



15.


Fixed asset investments

Page 36

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
44,443,957



At 31 December 2024
44,443,957





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Red Oak Taverns Group Holdings Limited
Gamma 5a, 1-5 West Road, Ipswich, Suffolk, England, IP3 9FF
Ordinary shares
100%
Red Oak Taverns Holdings Limited
Gamma 5a, 1-5 West Road, Ipswich, Suffolk, England, IP3 9FF
Ordinary shares
100%
Red Oak Taverns Intermediary Limited
Gamma 5a, 1-5 West Road, Ipswich, Suffolk, England, IP3 9FF
Ordinary shares
100%
Red Oak Taverns Finance Limited
Gamma 5a, 1-5 West Road, Ipswich, Suffolk, England, IP3 9FF
Ordinary shares
100%
Red Oak Taverns Limited
Gamma 5a, 1-5 West Road, Ipswich, Suffolk, England, IP3 9FF
Ordinary shares
100%
Red Oak Taverns Acquisition Limited
Gamma 5a, 1-5 West Road, Ipswich, Suffolk, England, IP3 9FF
Ordinary shares
100%
Bath & Stratford Homes Limited
Gamma 5a, 1-5 West Road, Ipswich, Suffolk, England, IP3 9FF
Ordinary shares
100%
Bath & Stratford Homes ( TC) Limited
Gamma 5a, 1-5 West Road, Ipswich, Suffolk, England, IP3 9FF
Ordinary shares
100%

Page 37

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Red Oak Taverns Group Holdings Limited
16,459,932
158,673

Red Oak Taverns Holdings Limited
12,690,674
200,000

Red Oak Taverns Intermediary Limited
12,615,722
200,000

Red Oak Taverns Finance Limited
12,679,086
200,000

Red Oak Taverns Limited
37,339,511
76,618

Red Oak Taverns Acquisition Limited
5,178,749
569,966

Bath & Stratford Homes Limited
(26,673)
-

Bath & Stratford Homes ( TC) Limited
(600,332)
-

Page 38

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Investment property

Group


Freehold investment property

£



Valuation


At 1 January 2024
108,554,011


Additions at cost
13,667,067


Disposals
(2,360,000)


Surplus on revaluation
75,000


Transfers between classes
(2,148,197)



At 31 December 2024
117,787,881

The 2024 valuations were made by Fleurets, on an open market value for existing use basis.

2024
2023
£
£

Revaluation reserves


At 1 January 2024
5,534,902
-

Net surplus/(deficit) in movement properties
(714,415)
5,534,902

At 31 December 2024
4,820,487
5,534,902



If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2024
2023
£
£


Historic cost
89,523,780
78,890,501

89,523,780
78,890,501

The 2024 valuations were made by Fleurets, on an open market value for existing use basis.

Page 39

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Stocks

Group
Company
2024
2024
£
£

Stock
72,294
-

72,294
-



18.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
777,015
617,084
-
-

Amounts owed by group undertakings
-
-
400,000
200,000

Other debtors
135,406
1,712,583
-
-

Prepayments and accrued income
630,365
488,864
-
-

1,542,786
2,818,531
400,000
200,000



19.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,765,935
1,547,252
-
-

1,765,935
1,547,252
-
-


Page 40

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
2,937,000
-
-
-

Trade creditors
1,715,157
1,766,064
-
-

Amounts owed to group undertakings
-
-
309,050
198,585

Corporation tax
3,553
3,553
-
-

Other taxation and social security
691,399
297,061
-
-

Other creditors
1,441,439
3,565,822
-
-

Accruals and deferred income
1,620,632
1,442,123
10,000
5,000

8,409,180
7,074,623
319,050
203,585



21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
73,818,072
65,422,301
-
-

73,818,072
65,422,301
-
-



The following liabilities were secured:
Group
Group
2024
2023
£
£


1-2 years
1,000,000
500,000

2-5 years
72,818,072
64,922,301

73,818,072
65,422,301

Details of security provided:

The Bank loan is secured by way of fixed and floating charges over the land and buildings and the investment properties held in all Red Oak Group companies.



Page 41

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
2,937,000
-
-
-

Amounts falling due 1-2 years

Bank loans
1,000,000
500,000
-
-


1,000,000
500,000
-
-

Amounts falling due 2-5 years

Bank loans
72,818,072
64,922,301
-
-


72,818,072
64,922,301
-
-


76,755,072
65,422,301
-
-



23.


Financial instruments

Group
Group
2024
2023
£
£

Financial assets

Financial assets measured at fair value through profit or loss
1,765,935
1,547,252




Financial assets measured at fair value through profit or loss comprise cash at bank.


24.


Deferred taxation

Page 42

 
RED OAK TAVERNS GROUP TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
24.Deferred taxation (continued)


Group



2024
2023


£

£






At beginning of year
6,533,319
4,347,956


Charged to profit or loss and revaluation reserve
207,820
(2,185,363)



At end of year
6,325,499
6,533,319

Company


2024
2023






At end of year
-
-
The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
6,325,499
6,533,319

6,325,499
6,533,319


25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



982,234 (2023 - 982,234) Ordinary shares shares of £1.00 each
982,234
982,234
33,440,503 (2023 - 33,440,503) Preference shares shares of £1.00 each
33,440,503
33,440,503

34,422,737

34,422,737



26.


Related party transactions

There are no related party transactions requiring disclosure. Please refer to the Red Oak Taverns Limited accounts for any related party disclosures.

Page 43