The principal activity of the company continued to be the ownership and management of Public Houses, Restaurants and Inns, and the sale of beers, wines, spirits and soft drinks primarily through its licensed property estate.

Turnover continued to grow in our Leased and Tenanted estate, as well as our managed trading division trading under the name Honeycomb Houses. Operating profitability reduced under the pressure of higher operating costs, resulting from increased employment costs and higher utility costs.

We also recorded an impairment charge of £0.7m against a closed property in Sussex.

During the year turnover increased £2.7m to £41.3m, a respectable 7% over the prior year. This growth is from improved trading across both divisions and includes a full year of trading at The White Bear, Warlingham, which was transferred from our leased pub estate to our Honeycomb portfolio in late 2023. Our Leased and Tenanted division continues to grow sales gradually.

2024 saw continuing high levels of investment back into our pub estate as capital and operating expenditure increased £3.5m over the prior year, to £8.8m. This investment included the acquisition of three pubs, added to our leased and tenanted estate, in Hampshire and Bedfordshire, areas where we were previously not represented.

Operating profits declined 7%, affected by higher operating costs resulting from government policy, inflationary pressures and international events. Also included within operating profits is an asset impairment charge of £0.7m.

EBITDA reduced by £0.1m to £11.2m, which is 27% of turnover.

Cash reserves of £8.6m are down £1.2m versus 2023, reflecting the significant investment in our pub estate during 2024.

The Directors review the principal risks and uncertainties facing the company and discuss them as part of regular Board Meetings. The main risks associated with the Company’s financial assets and liabilities are as follows:

Operational Risk

The most pertinent operational risk is attracting, retaining and developing high-quality pub operators and employees that are essential for the successful operation of our pubs, restaurants and inns. Training, recruitment, retention and reward are areas that the directors and management teams review regularly.

Economic risk

A number of external economic factors are considered to create uncertainty across the company and the wider pub sector. Our principal economic risks include cost inflation (in areas such as food and drink production, utilities and employment costs), immigration policy and government taxation policy. The continuing rise in such costs impact our operating margins and cash reserves. We review prices using inflation indexes and supply agreements are competitively tendered. The current geo-political situation is further fueling the inflationary environment.

Credit risk

In order to minimise credit risk arising from a tenant or lessee partner failing to meet their obligations, checks are carried out to establish credit worthiness and business awareness prior to offering credit terms or a tenancy /lease being granted.

Interest rate risk

Changes to the UK interest rates could impact the ability of the company to meet its obligations under the debt facilities. Note 19 details the company's approach to interest rate risk.

Energy risk

Energy costs continue to be significantly higher than in previous years. Where possible we fix energy pricing for between 12-24 months. In addition, we focus on energy consumption reduction and best practice energy consumption initiatives, supported by an external energy savings consultancy.

The company encourages employee loyalty and commitment through regular communication meetings and open access to senior management, as well as various reward and benefit programmes.

Employees are provided with personal development opportunity through on-line and face to face training and regular appraisal discussions. In addition, the business has invested in a dedicated Honeycomb Houses Training Manager.

Disabled employees

The company’s policy is to give full and fair consideration to applications for employment by disabled persons and to continuing the employment, with appropriate training, of those team members who become disabled whilst working within the company.

The company’s key business relationship is with pub tenant and lessee partners. To ensure this relationship is maintained and improved we offer dedicated business support through experienced Business Development Managers, centrally based marketing and property design support, a range of tenancy agreements, training programmes, and the company continues to invest in the tenanted and leased property estate.

The directors of the company must act collectively and individually in accordance with a set of general duties. These duties are detailed in s172 of UK Companies Act 2006. The directors and the company are committed to ensuring that in all business dealings they have regard to:

- The likely consequences of any decisions in the long term.

- The interests of the company's employees

- Fostering good business relationships with customers, suppliers and others

- The impact of the company's operations on the community and the environment

- Maintaining the company's reputation for high standards of business conduct

- The need to act fairly between members of the company

Acting in accordance with s172 is a key part of the role of all our company directors. The company actively supports its directors to fulfill their duties under s172. The strategic Report and the Directors Report give examples of how the company and the directors have acted in accordance with s172.

On behalf of the board

The directors present their annual report and financial statements for the year ended 29 December 2024.

The company's principal activity is the ownership and management of public houses and inns and the sale of beers, wines, spirits and soft drinks primarily through its licensed property estate

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £703,875. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

In accordance with section 414C(11) of the Companies Act 2006, the company has provided further information in the Strategic Report, including as regards the future development and direction of the business, the principal business risks and the policy regarding employee engagement and disabled employees.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

• select suitable accounting policies and then apply them consistently;

• make judgements 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; and

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

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

We have audited the financial statements of W.H. Brakspear & Sons Limited (the 'company') for the year ended 29 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 29 December 2024 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

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

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in

line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities. The extent

to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

- agreement of the financial statement disclosures to underlying supporting documentation to assess compliance

with those laws and regulations having an impact on the financial statements;

- enquiries and confirmation of management as to their identification of any non-compliance with laws or regulations, or any actual or potential claims;

- in relation to the risk of management override of controls, by undertaking procedures to review journal entries, accounting estimates and exceptional transactions, and evaluating whether there was evidence of bias that represented a risk of material misstatement due to fraud; and

- we assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by considering the key risks impacting the financial statements.

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 due to 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

W.H. Brakspear & Sons Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bull Courtyard, Bell Street, Henley On Thames, Oxfordshire, United Kingdom, RG9 2BA.

The company's policy is to prepare it's accounts up to the date of the last Sunday in December each year. Accordingly, the current reporting period covers the 52 week period ended 29 December 2024. The comparative reporting period covered the 53 week period ended 31 December 2023

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of investment properties and certain freehold properties at fair value]. The principal accounting policies adopted are set out below.

The directors have taken advantage of the exemption in FRS 102 1.11 from including a cash flow statement in the financial statements on the grounds that the company is wholly owned and its ultimate parent publishes a consolidated cash flow statement.

The financial statements of the company are consolidated in the financial statements of J. T. Davies & Sons Holdings Limited (company number 05985342). These consolidated financial statements are available from its registered office.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided and rent due in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates where approriate.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially measured at cost and subsequently amortised to nil on a systematic basis over its estimated useful life, which is 3 years.

Licensed properties are carried in the accounts at their valuation as at December 1996 with subsequent additions at cost, less accumulated depreciation.

Other tangible fixed assets are carried at cost less accumulated depreciation.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets or the cash generating unit to which that asset belongs to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, an impairment loss is recognised immediately in the profit or loss account.

Stocks are stated at the lower of cost and estimated selling price less costs to sell. They are subject to annual impairment review.

Cash and cash equivalents are basic financial assets and include cash in hand and all company bank accounts.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

The company enters into basic financial instruments which result in the recognition of financial assets such as trade debtors, cash at bank, prepayments and accrued income. At the current and prior period end date, all financial assets were classified as receivable within one year, and were measured at transaction price, less impairment.

Basic financial liabilities include trade and other creditors, accrued expenses, deferred income, bank loans and loans from fellow group undertakings. Financial liabilities classified as payable within one year are measured at transaction price. Other financial liabilities, which are in respect of bank loans, are measured initially at transaction price and subsequently at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

Deferred tax assets and liabilities are generally recognised for all timing differences and the carrying amounts are reviewed at each reporting date.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account. Deferred tax is not discounted.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key accounting estimates include:

The directors mitigate this risk by prudent measurement and the retention of professional advisors.

Depreciation is booked in line with the accounting policy set out in Note 1. The directors are satisfied that the policy is reasonable, and that a thorough review for indicators of impairment has been undertaken.

The company monitors bad debts on an ongoing basis and takes a conservative approach to booking provisions against doubtful receivables.

All turnover is in respect of sales made in the UK.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 1).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Freehold property owned by the company at 31 December 1996 is carried at a 1996 valuation, with subsequent additions carried in the accounts at cost.

The historic cost less depreciation of freehold and leasehold property at 29 December 2024 is £65,574,195

A revaluation of Freehold investment properties was completed by the directors in December 2024. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties, and with reference to a valuation carried out by Kempton Carr Croft Chartered Surveyors in the prior year. In the directors' view the net revaluation effect for the year is not material, and hence it is not adjusted for in the period under review.

The historical cost of the investment properties at 29 December 2024 and 31 December 2023 was £7,117,386.

The bank loan is repayable by August 2026, with capital repayments of £1m per year. Interest is chargeable at the BoE base rate +2%.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The company, together with all the other companies within the group has provided a guarantee to Lloyds Bank plc in respect of all monies due to them from all members of the group. As at the balance sheet date, the total amount owed by the group was £21,498,724.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Subsequent to the balance sheet date, the group successfully completed an exercise to increase bank borrowing by £25m. This additional funding enables the group to continue its strategic growth path through the acquisition of pubs and inns with multi-use events and outdoor spaces.

In line with its expansion strategy, the company completed the acquisition of two significant-sized pubs with rooms and event spaces in April 2025. These acquisitions have almost doubled the size of the letting room estate and further strengthened the company's presence in the Cotswold area.

These are non-adjusting post balance sheet events and have therefore not been reflected in the financial statements for the year ended 29 December 2024.

The company, as a wholly owned subsidiary, has taken advantage of the exemption contained in FRS 102 and has not disclosed details of transactions or balances with companies which form part of the group.

The immediate parent company is J T D Investments Limited (company no. 05985264) and the ultimate parent company is M A T Davies Holdings Limited (company no. 02807044). The ultimate controlling person is Mr. T A T Davies.