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Registered number: 13684355 VALIANT PUB HOLDCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
VALIANT PUB HOLDCO LIMITED COMPANY INFORMATION
Directors | G Carroll
| A Fletcher
| M Mcginty
| A Trolle
| J Sloyan
| T Durston (appointed 4 July 2025)
Registered number | 13684355
Registered office | Third Floor
| 5 Lower Temple Street
| Birmingham
| England
| B2 4JD
Independent auditors | HaysMac LLP
| 10 Queen Street Place
| London
| EC4R 1AG
VALIANT PUB HOLDCO LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 5
Directors' Report | 6 - 7
Independent Auditors' Report | 8 - 11
Consolidated Statement of Comprehensive Income | 12
Consolidated Statement of Financial Position | 13
Company Statement of Financial Position | 14
Consolidated Statement of Changes in Equity | 15
Company Statement of Changes in Equity | 16
Consolidated Statement of Cash Flows | 17
Consolidated Analysis of Net Debt | 18
Notes to the Financial Statements | 19 - 35
VALIANT PUB HOLDCO LIMITED GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 30 MARCH 2025
Introduction
The directors present their Group Strategic Report for the period ended 30 March 2025. Valiant Pub Group’s (“Valiant”) principal activity is to acquire, invest in, and operate community-focused public houses across the United Kingdom. We opened the doors to our very first pub in 2021, with a strategy to revitalise community pubs, creating spaces serving as both social hubs and essential parts of local life. We partner with local operators to run pubs under a Managed Service Agreement (MSA) model, allowing for a flexible and collaborative approach to pub management. Every Valiant pub is unique, reflecting the spirit of its location, yet all are based on the same foundation: great food, carefully selected drinks, warm service, and a deep respect for heritage. Increasingly, our pubs offer more than a great evening out, they are also places to stay. Our growing range of rooms allows guests to enjoy a relaxed overnight stay and experience the charm and character of the local area. Through targeted acquisitions and investments, we work to enhance and grow our estate of pubs, supporting each location with operational expertise, centralised services, and a focus on sustainable growth. Three years in, our strategy is still evolving. With many successes to date, including the expansion and diversification of our portfolio, continued recruitment and growth of our team and the development of new funding channels, we are now well positioned for the next phase of growth.
Review of the business
The 2024/25 financial year (FY25) was an exciting one, underpinned by the successful expansion of our community pub estate to 80 sites at year end. Operating under the MSA model, our pubs continue to deliver high-quality food, drink, and accommodation, embedding our position as a trusted operator of warm, welcoming, and locally focused pubs. In the past year alone, we have made significant progress, acquiring 24 new sites. This expansion reflects our strategy of targeting underinvested community assets and transforming them into vibrant, multifunctional venues. As part of our ongoing growth strategy, expansion has been particularly strong in the North, Midlands, and Wales, with a growing foothold in the South. It has also been a year of consolidation and innovation. The business invested in streamlining systems, enhancing service delivery, and building a strong foundation for long-term success. In addition, a new group structure has been implemented to streamline operations, secure debt financing, and support our long-term growth objectives. This new structure comprises three trading entities, whereas previously there was only one: ∙Valiant Pub Company Limited (“VPCL”): incorporated in 2021 and until August 2024 the sole trading entity within the group. ∙Valiant Asset Company 1 Limited (“VAC 1”): incorporated in 2024 with the transfer of 24 pubs previously owned by VPCL on 4th September 2024. This facilitated the successful raising of a £12 million bank facility from Metro Bank secured on the 24 pubs transferred into VAC1. These funds have been used to finance acquisitions and capital expenditure across the portfolio. ∙Valiant Asset Company 2 Limited (“VAC 2”): incorporated in 2024 with the transfer of 4 pubs previously owned by VPCL on 24th June 2024 with additional funds provided by Njord, again to fund acquisitions and capital expenditure. Page 1
VALIANT PUB HOLDCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 30 MARCH 2025 Government decisions regarding the National Insurance cap and the increase to the National Living Wage continue to place upward pressure on operating costs both for our Managed Service Agreement (MSA) operators and for us directly. These changes present a significant challenge across the hospitality sector, and we are actively working in close partnership with our operators to mitigate their impact through a combination of strategic pricing adjustments and cost efficiency measures.
Future developments
After the year end, on 4th August, we successfully drew down a second facility of £14 million from Metro Bank bringing total committed bank funding to £26 million. This additional facility significantly enhances the Group’s capacity to scale its acquisition and refurbishment programme. Valiant’s ongoing success has been and will continue to be, underpinned by the steadfast support and strategic partnership of its co-founder, Njord Partners. With deep operational insight, strategic expertise, and significant financial backing, Njord has played a vital role in enabling the business to scale rapidly and effectively. In addition to Njord’s continued involvement and as outlined above, we secured debt financing from Metro Bank during this financial year, further reinforcing our financial position. Together, this robust financial foundation has positioned us to sustain our rapid growth and maintain strong momentum into the future. Valiant remains well-funded and committed to further acquisitions, with plans to significantly increase our portfolio in the coming months, bringing the Valiant experience to more communities across the UK.
Operational performance
We have delivered a resilient performance over the past year, supported by sales growth, disciplined cost control, and continued investment in the estate and guest experience. The group reported an adjusted EBITDA after overhead of £0.8m in the year (FY24: loss of £0.8m). This result reflects the continued strong performance of our sites and the benefit of a full year performance and maturing of the sites acquired in the previous financial year. FY25 FY24 £ £ Opearing profit/(loss) (2,050,481) (2,665,348) Add back: depreciation 2,183,800 1,268,602 Add back: impairment of assets 624,000 367,000 Add back: exceptional costs 354,825 321,085 Deduct: profit on disposal (264,094) (120,171) Adjusted EBITDA 848,050 (828,832) Adjusted EBITDA is a non-UK-GAAP measure that reflects earnings before interest, taxes and depreciation, and amortisation, further adjusted for non-recurring and non-operational items to provide a clearer view of underlying operational performance. Financial highlights Total Revenue: £29.6m (FY24: £18.2m). This increase has been driven by the expanded estate and resilient like-for-like sales growth (+2.7%) across mature sites. Food and accommodation sales performed strongly, supported by a greater contribution from acquisitions focused on these offerings. Pub EBITDA: £5.5m (FY24: £2.8m) with margins increasing despite inflationary pressures. Strategic price increases, supply chain efficiencies, and disciplined cost control helped offset rising wage and utility costs. Adjusted EBITDA (defined above): £0.8m profit (FY24: loss of £0.8m) driven by strong operational performance and the benefit of a full year trading for sites acquired in the previous financial year. Page 2
VALIANT PUB HOLDCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 30 MARCH 2025 Net Debt: Increased to £44.4m (FY24: £28.2m) reflecting additional borrowings to fund our acquisition programme with 24 sites acquired during the financial year. Customer Experience: Google and Tripadvisor reviews are monitored and discussed between Valiant and our Managed Service Agreement operators. We actively seek feedback and encourage reviews from guests who visit our pubs. Our Operations and Leadership team also visit the pubs on a regular basis to experience them as customers.
Strong corporate governance supporting sustainable growth
We continue to place a high priority on robust corporate governance as a cornerstone of our responsible growth strategy. As our business expands across the UK, maintaining strong governance structures ensures that we stay aligned with our core values, regulatory responsibilities, and stakeholder expectations. We have taken proactive steps to strengthen our internal frameworks, including: • Board Oversight: Our leadership team operates with a clear division of responsibilities, ensuring strong oversight and accountability. Strategic decisions are guided by a diverse and experienced board with deep industry knowledge. • Risk Management: Taking into consideration inflationary pressures, wage legislation changes, and operational expansion, we have enhanced our risk management protocols to identify and mitigate financial, legal, and operational risks in a timely and effective manner. • Ethical Operations: We are committed to upholding the highest standards of integrity and transparency. This includes fair supplier practices, health and safety compliance, and fostering inclusive, respectful workplaces across all sites. • Stakeholder Engagement: Open communication with investors, employees, local communities, and our MSA partners remains central to our governance ethos. We believe that a business built around shared trust is better equipped for long-term success. As Valiant grows, our governance structures will continue to evolve, ensuring that our operations remain ethical, resilient, and future-ready.
Sustainability and community impact
We integrate sustainability into our core business strategy, recognising the vital role that hospitality businesses play in reducing environmental impact. We take a proactive, long-term approach to environmental stewardship, guided by clear goals across key operational areas including energy efficiency, waste reduction, and sustainable sourcing. We prioritise responsible procurement practices, working closely with suppliers to minimise packaging waste and ensure products are ethically and sustainably sourced. Efforts are also being made to lower carbon emissions across the supply chain incorporating energy-efficient systems in pub refurbishments. A strong emphasis is placed on ‘giving back’ to the communities we serve. At the heart of our operations is a commitment to ensuring our venues act as more than just social spaces - they are positioned as active contributors to local well-being. Through organised fundraising events including ‘Pedal for Pubs’ and organised walks and runs, support for local causes, and partnerships with charitable organisations, Valiant consistently fosters a spirit of generosity. Staff across the company are encouraged to engage in voluntary work and charity initiatives, creating a culture where community support is embedded into daily operations. This approach helps forge lasting relationships between pubs and the communities in which they operate, reinforcing our identity as a socially responsible pub operator. Page 3
VALIANT PUB HOLDCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 30 MARCH 2025 Employees and workplace culture We are committed to fostering a diverse, inclusive, and respectful environment across all aspects of our business. The company maintains a zero-tolerance policy toward discrimination of any kind - whether based on race, gender, age, sexual orientation, disability, religion, or any other protected characteristic. We invest in comprehensive training and development programs, offering clear career progression pathways for those who want to develop within the hospitality industry. New team members receive onboarding that emphasises company values, while ongoing learning opportunities focus on leadership, customer service excellence, and compliance. Workplace culture is rooted in respect, inclusivity, and accountability. We encourage a collaborative environment where ideas are shared openly, and achievements are celebrated. Mental health and well-being are also key priorities, with resources available to support staff both personally and professionally. By nurturing talent and fostering a positive, supportive work culture, we ensure our pubs are not only great places to visit - but great places to work.
Principal risks and uncertainties
We operate in a dynamic and often challenging environment. Whilst we continue to expand our portfolio and invest in our people, venues, and technology, we remain mindful of key risks and uncertainties that could impact performance. The following outlines the principal risks and mitigating strategies identified by the Board: Economic and Consumer Confidence Risk: Our revenues are closely tied to discretionary consumer spending. Macroeconomic pressures such as inflation, interest rates, or a downturn in GDP may lead to reduced footfall and spend per head. We continuously monitor market trends and adjust pricing strategies, promotions, and value propositions accordingly. Our increasingly diversified estate also helps to spread the risk. Cost Inflation (Food, Beverage, Utilities & Wages): Ongoing cost pressures in the price of goods for resale, utilities, and labour could serve to erode profit margins, particularly in a competitive pricing environment. Strategic procurement, long-term supplier relationships, and energy hedging strategies help manage cost volatility. Operational efficiencies and price increases are employed to protect margins where possible. Borrowing Covenants and Financial Liquidity: We rely on a combination of operating cash flow and external financing to support our growth, refurbishment programme, and day-to-day operations. Rising interest rates, restricted access to capital, or breaches in loan covenants could impact liquidity and financial flexibility. Debt levels and covenant compliance are monitored regularly. Cash flow forecasts are reviewed daily with regular oversight from the Board and contingency plans are maintained to ensure the business remains resilient under different economic scenarios. Food Health & Safety: Risks related to food safety, such as contamination or allergens, can lead to increased costs and reputational damage. Robust food safety management systems have been implemented and close relationships are maintained with suppliers and operators to ensure compliance with safety standards. Labour Market Constraints: Labour shortages and rising wage expectations in the hospitality sector can affect service quality, recruitment, and retention. We strive to provide training to MSA partners and aim to provide competitive remuneration packages within a supportive environment. The Board reviews the risk register regularly and considers emerging risks as part of its strategic planning process. Despite the current uncertain economic environment, we believe we are well-positioned, through strong governance and adaptable operations, to respond effectively to new challenges. Page 4
VALIANT PUB HOLDCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 30 MARCH 2025 This report was approved by the board and signed on its behalf.
................................................ J Sloyan Director
Date: 6 October 2025
Page 5
VALIANT PUB HOLDCO LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 30 MARCH 2025 The directors present their report and the financial statements for the period ended 30 March 2025.
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 judgements 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 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the period, after taxation, amounted to £8,788,457 (2024: loss of £6,490,966). No dividends were declared or paid in the year (2024: £nil).
Directors
The directors who served during the period were:
G Carroll
A Fletcher
M Mcginty
A Trolle
J Sloyan
Future developments and financial risk management
The Group has chosen, in accordance with Companies Act 2006, s.414C(11), to set out in the Group's Strategic Report; the information relating to future development and financial risk management. Page 6
VALIANT PUB HOLDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 30 MARCH 2025
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
On 4 August, subsequent to the year end, the Group drew down a second debt facility of £14 million from Metro Bank, increasing the total facility to £26 million. The new facility bears interest at a margin of 3% over the base rate and matures on 4 August 2030. As part of this arrangement the interest rate on the initial £12m loan was reduced to 3% over the base rate.
Auditors
The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ J Sloyan Director
Date: 6 October 2025
Page 7
VALIANT PUB HOLDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALIANT PUB HOLDCO LIMITED
Opinion
We have audited the financial statements of Valiant Pub Holdco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, 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 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 Group's and of the parent Company's affairs as at 30 March 2025 and of the Group's loss for the period then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 8
VALIANT PUB HOLDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALIANT PUB HOLDCO 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 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.
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 period for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 9
VALIANT PUB HOLDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALIANT PUB HOLDCO LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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.
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: Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud. Based on our understanding of the Group and industry, we identified the principal risks of non-compliance with laws and regulations and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and corporation tax. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to overstate revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included: ∙inspecting correspondence with regulators and tax authorities; ∙inquires with management including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; ∙evaluating management’s controls designed to prevent and detect irregularities; ∙identifying and testing accounting journal entries, in particular those journal entries which exhibited the characteristics we had identified as possible indicators of irregularities; and ∙challenging assumptions and judgements made by management in their critical accounting estimates, most notably over fixed asset impairment, investments in subsidiaries and intercompany debt recovery. Page 10
VALIANT PUB HOLDCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALIANT PUB HOLDCO LIMITED (CONTINUED) Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Isabelle Shepherd (Senior Statutory Auditor) for and on behalf of HaysMac LLP Statutory Auditors 10 Queen Street Place London EC4R 1AG 8 October 2025 Page 11
VALIANT PUB HOLDCO LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 MARCH 2025
| Period ended 30 March | Period ended 31 March
| 2025 | 2024
Note | £ | £
Turnover | 4 | 29,638,322 | 18,232,011
Cost of sales |  | (9,804,391) | (6,325,680)
Gross profit |  | 19,833,931 | 11,906,331
Administrative expenses |  | (21,884,412) | (14,571,679)
Operating loss | 5 | (2,050,481) | (2,665,348)
Interest receivable and similar income | 9 | 70,247 | 14,062
Interest payable and similar expenses | 10 | (6,808,223) | (3,839,680)
Loss before tax |  | (8,788,457) | (6,490,966)
Tax on loss | 11 | - | -
Loss for the financial period |  | (8,788,457) | (6,490,966)
Loss for the period attributable to: |  |  |
Owners of the parent company |  | (8,788,457) | (6,490,966)
|  | (8,788,457) | (6,490,966)
There was no other comprehensive income for 2025 (2024: £nil).
The notes on pages 19 to 35 form part of these financial statements.
Page 12
VALIANT PUB HOLDCO LIMITED REGISTERED NUMBER: 13684355 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 MARCH 2025
|  | 30 March |  | 31 March
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 44,827,028 |  | 30,155,213
Current assets |  |  |  |  |
Stocks | 14 | 666,334 |  | 508,513 |
Debtors | 15 | 1,095,374 |  | 720,791 |
Cash at bank and in hand | 16 | 13,976,688 |  | 3,461,427 |
|  | 15,738,396 |  | 4,690,731 |
Creditors: amounts falling due within one year | 17 | (8,282,793) |  | (4,072,417) |
Net current assets |  |  | 7,455,603 |  | 618,314
Total assets less current liabilities |  |  | 52,282,631 |  | 30,773,527
Creditors: amounts falling due after more than one year | 18 |  | (71,194,630) |  | (40,897,069)
Net liabilities |  |  | (18,911,999) |  | (10,123,542)
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 25,000 |  | 25,000
Profit and loss account |  |  | (18,936,999) |  | (10,148,542)
|  |  | (18,911,999) |  | (10,123,542)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ J Sloyan
Director
Date: 6 October 2025
The notes on pages 19 to 35 form part of these financial statements. Page 13
VALIANT PUB HOLDCO LIMITED REGISTERED NUMBER: 13684355 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 MARCH 2025
|  | 30 March |  | 31 March
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 13 |  | 12,803,752 |  | 9,256,253
Creditors: amounts falling due within one year | 17 | (3,347,437) |  | (1,581,519) |
Net current liabilities |  |  | (3,347,437) |  | (1,581,519)
Total assets less current liabilities |  |  | 9,456,315 |  | 7,674,734
Creditors: amounts falling due after more than one year | 18 |  | (12,778,752) |  | (9,231,252)
Net liabilities |  |  | (3,322,437) |  | (1,556,518)
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 25,000 |  | 25,000
Profit and loss account |  |  | (3,347,437) |  | (1,581,518)
|  |  | (3,322,437) |  | (1,556,518)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ J Sloyan
Director
Date: 6 October 2025
The notes on pages 19 to 35 form part of these financial statements. Page 14
VALIANT PUB HOLDCO LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 MARCH 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 27 March 2023 | 25,000 | (3,657,576) | (3,632,576)
Loss for the period | - | (6,490,966) | (6,490,966)
At 1 April 2024 | 25,000 | (10,148,542) | (10,123,542)
Loss for the period | - | (8,788,457) | (8,788,457)
At 30 March 2025 | 25,000 | (18,936,999) | (18,911,999)
| The notes on pages 19 to 35 form part of these financial statements.
Page 15
VALIANT PUB HOLDCO LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 MARCH 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 27 March 2023 | 25,000 | (467,977) | (442,977)
Loss for the period | - | (1,113,541) | (1,113,541)
At 1 April 2024 | 25,000 | (1,581,518) | (1,556,518)
Loss for the period | - | (1,765,919) | (1,765,919)
At 30 March 2025 | 25,000 | (3,347,437) | (3,322,437)
| The notes on pages 19 to 35 form part of these financial statements.
Page 16
VALIANT PUB HOLDCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 MARCH 2025
|  |  | Period ended 30 March | Period ended 31 March
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial period | (8,788,457) | (6,490,966)
Adjustments for: |  |
Depreciation of tangible fixed assets | 2,183,800 | 1,268,602
Impairments of fixed assets | 624,000 | 367,000
Profit on disposal of tangible assets | (264,094) | (120,171)
Interest payable | 6,808,223 | 3,839,680
Interest receivable | (70,247) | (14,062)
Increase in stocks | (157,821) | (177,500)
(Increase)/decrease in debtors | (374,583) | 82,211
Increase in creditors | 2,444,458 | 1,080,624
Net cash generated from/(used in) operating activities | 2,405,279 | (164,582)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (18,286,435) | (15,577,079)
Proceeds on disposal of tangible assets | 1,070,914 | 425,000
Interest received | 70,247 | 14,062
Net cash used in investing activities | (17,145,274) | (15,138,017)
Cash flows from financing activities |  |
Proceeds of new bank loans | 11,693,714 | -
New loan notes | 10,642,500 | 13,125,002
Share capital treated as debt | 3,547,500 | 4,375,000
Interest paid | (628,458) | -
Net cash generated from financing activities | 25,255,256 | 17,500,002
Net increase in cash and cash equivalents | 10,515,261 | 2,197,403
Cash and cash equivalents at beginning of period | 3,461,427 | 1,264,024
Cash and cash equivalents at the end of period comprise: |  |
Cash at bank and in hand | 13,976,688 | 3,461,427
The notes on pages 19 to 35 form part of these financial statements.
Page 17
VALIANT PUB HOLDCO LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE PERIOD ENDED 30 MARCH 2025
| At 1 April 2024 | Cash flows | At 30 March 2025
| £ | £ | £
Cash at bank and in hand | 3,461,427 | 10,515,261 | 13,976,688
Debt due after 1 year | (31,665,817) | (26,750,061) | (58,415,878)
Debt due within 1 year | - | - | -
| (28,204,390) | (16,234,800) | (44,439,190)
The notes on pages 19 to 35 form part of these financial statements.
Page 18
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
1. | General information
Valiant Pub Holdco Limited is a private company, limited by shares, and incorporated in England and Wales. The Company's registered number is 13684355 and registered office address is Third Floor, 5, Lower Temple Street, Birmingham, England, B2 4JD. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement 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 Statement of Financial Position, 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. This is the first year of consolidation, as management had taken the exemption in the prior years and prepared standalone financial statements.
| 2.3 | Going concern
Based on operational performance forecast and continuously monitoring of cash flows, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and comply with banking covenants in place. The Group is funded by the wider Valiant Pub Group, and it is reliant on continued funding to continue with its expansion, which is available under the Groups shareholder agreement. There remains a further £50m that has yet to be drawn under this agreement. The Group therefore continues to adopt the going concern basis in preparing its financial statements. Page 19
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding rebates, value added tax and other sales taxes. Revenue is generated from the sale of food and beverages in managed pubs, as well as the provision of accommodation. Food and beverage revenue is recognised at the point of sale and the below criteria must be met before revenue is recognised: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains no effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Accommodation income is recognised at the point the accommodation is provided. Any amounts received in advance are recognised in deferred income and released to turnover at the point of the stay. Any stays offered on a credit basis are recognised in trade debtors until the amount is paid. Gambling machine income is recognised, in the Group’s capacity as agent, where net takings are recognised as earned on the Group’s proportion of gambling machine proceeds in the period of sale.
| 2.5 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | 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. Page 20
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025 2.Accounting policies (continued)
| 2.8 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.9 | Share based payments - cash settled options
The Group issues cash-settled share-based payments to certain employees. These awards require the Group to pay the intrinsic value of the option in cash at the settlement date, based on the increase in the Group’s share price from the grant date to the settlement date. In accordance with FRS 102 Section 26, the liability arising from these cash-settled share-based payment transactions is measured at the fair value of the liability at each reporting date, with changes in fair value recognised in profit or loss. Vesting conditions, other than market conditions, are not taken into account when estimating the fair value of the cash-settled options at the measurement date. Instead, they are taken into account by adjusting the number of awards included in the measurement of the liability arising from the transaction. To apply this requirement for non-market vesting conditions, an amount is recognised for the goods or services received during the vesting period based on the best available estimate of the number of awards expected to vest. That estimate is revised if subsequent information indicates that the number of awards expected to vest differs from previous estimates. On the vesting date, the estimate is revised to equal the number of awards that ultimately vest. A provision is recognised over the vesting period, based on the best estimate of the liability. Page 21
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025 2.Accounting policies (continued)
| 2.10 | Taxation
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 reporting 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 reporting 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 reporting date. Page 22
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025 2.Accounting policies (continued)
| 2.11 | 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 bases:
|  |  |  | Freehold property | - | 50 years
|  |  |  | Motor vehicles | - | 5 years
|  |  |  | Fixtures and fittings | - | 5-20 years
|  |  |  | Computer equipment | - | 3 years
|  |  |  | Work in progress | - | not depreciated as the assets have not yet been brought into use.
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.
| 2.12 | Impairment of fixed assets
Assets that are subject to depreciation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 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. At each reporting 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 the Statement of Comprehensive Income. Page 23
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025 2.Accounting policies (continued)
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment.
| 2.16 | Other debtors
Other debtors include amounts recoverable that do not fall within the definition of usual trade receivables. These comprise of, amounts which was been paid in advance that are in respect of property transactions where contracts have been exchanged but legal completion has not yet occurred. These balances are recognised at the amount which has been paid and are expected to be recoverable upon completion of the property transactions.
| 2.17 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash also includes payments in transit from card payment providers in relation to sales made pre year end that takes 2-3 days to reach the companies bank account.
| 2.18 | 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.
| 2.19 | 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. Page 24
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results may ultimately differ from those estimates. Impairment of tangible fixed assets In carrying out the impairment review of fixed assets, it has been necessary to make estimates and judgements. Individual sites are viewed as separate cash generating units. The recoverable amount of each cash generating unit (CGU) has been identified as the higher of the fair value less cost to sell, or the value in use. A fair value of each CGU was identified using an EBITDA multiple which requires an estimation of future cash flows for a mature site post redevelopment, and judgment around the multiple that could be achieved on sale. If the estimated future cashflows were not achieved or the multiple could not be achieved on sale of a site, there could be a material impact on the financial statements through an impairment charge. The impairment charge is highly sensitive to these estimates and judgements and small movements in EBITDA or multiple can lead to an increased impairment charge. Recoverability of intercompany debtors Management evaluate intercompany debtors for impairment whenever circumstances indicate, in management’s judgement, that the carrying value may not be recoverable. An impairment review requires management to make subjective judgements concerning the future trading prospects and cash flows of the group companies under review. Where actual cash flows in subsequent years differs to those forecast as part of the management’s impairment review this may result in additional impairments or conversely reversals of existing impairments recognised in future years. Useful lives of tangible fixed assets The estimated useful economic lives of tangible fixed assets are based on management's judgement and experience. When management identifies that the actual useful economic lives differ materially from the estimates used to calculate depreciation, that charge is adjusted prospectively. Due to the significance of tangible fixed asset investment to the Group, variations between actual and estimated useful economic lives could impact operating results both positively and negatively. Impairment of investments Management evaluate investments for impairment whenever circumstances indicate, in management’s judgement, that the carrying value may not be recoverable. As part of the impairment review, management make judgements around the true net asset value of investments in subsidiaries, for example one that could be achieved on sale to a third party. This involves an estimate of the fair value of assets compared to the carrying value of assets, which is at cost, in the subsidiary. Were these estimates and judgements to be incorrect, the value of the investment could be identified as less than the cost of the investment and an impairment would be required. Given the headroom identified here, no impairment is considered necessary nor likely in the future. Cash settled share options Management assess the need to recognise a liability in respect of cash-settled share-based payment arrangements based on the likelihood of a qualifying exit event occurring. This assessment requires judgement in evaluating future strategic plans and the probability of a transaction that would trigger payment under the incentive agreement. At the reporting date, management concluded that there was no reasonable expectation of a qualifying sale in the foreseeable future. As such, no liability has been recognised. Should future expectations change, this may result in a charge being recognised in subsequent periods. Page 25
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | Period ended 30 March | Period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Food and beverages | 27,750,869 | 17,101,903
| Accommodation | 1,067,784 | 676,427
| Machine Income | 819,669 | 453,681
|  | 29,638,322 | 18,232,011
| All turnover arose within the United Kingdom.
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | Period ended 30 March | Period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 2,183,800 | 1,268,602
| Impairment of tangible fixed assets | 624,000 | 367,000
| Profit on disposal of tangible fixed assets | (264,094) | (120,171)
| Pre-opening costs | 304,957 | 197,406
6. | Auditors' remuneration
| During the period, the Group obtained the following services from the Company's auditors:
|  |  |  |  | Period ended 30 March | Period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements, and the subsidiary financial statements | 83,700 | 53,750
| Taxation compliance services | 23,200 | 10,615
| Statutory accounts preparation | 11,600 | 6,500
Page 26
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group 30 March | Group 31 March | Company 30 March | Company 31 March
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 3,368,929 | 2,587,785 | - | -
| Social security costs | 281,843 | 225,731 | - | -
| Cost of defined contribution scheme | 129,177 | 87,047 | - | -
|  | 3,779,949 | 2,900,563 | - | -
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | Period ended 30 March | Period ended 31 March
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Employees | 36 | 23
|  | Directors | 5 | 5
|  |  | 41 | 28
8. | Directors' remuneration
|  |  |  |  | Period ended 30 March | Period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 1,131,696 | 796,533
| The highest paid director received remuneration of £434,671 (2024: £349,200). The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,054 (2024: £19,933).
Page 27
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
9. | Interest receivable
|  |  |  |  | Period ended 30 March | Period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest receivable | 70,247 | 14,062
10. | Interest payable and similar expenses
|  |  |  |  | Period ended 30 March | Period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 628,457 | -
| Preference shares interest payable | 1,765,919 | 1,113,541
| Interest on loan notes | 4,413,847 | 2,726,139
|  | 6,808,223 | 3,839,680
11. | Taxation
|  |  |  |  | Period ended 30 March | Period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Current tax on loss for the period | - | -
| Total current tax | - | -
| Deferred tax |  |
| Total deferred tax | - | -
| Total tax charge | - | -
Page 28
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025 11.Taxation (continued)
| Factors affecting tax charge for the period
| The tax assessed for the period is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024:25%). The differences are explained below:
|  |  |  |  | Period ended 30 March | Period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (8,788,457) | (6,490,966)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | (2,197,113) | (1,617,493)
| Effects of: |  |
| Fixed asset differences | 265,346 | 222,731
| Expenses not deductible for tax purposes | 1,067,039 | 358,458
| Other tax adjustments, reliefs and transfers | (25,161) | -
| Additional deduction for land remediation expenditure | (3,872) | (12,123)
| Capital gains | 91,833 | 35,659
| Movement in deferred tax not recognised | 801,928 | 1,016,055
| Remeasurement of deferred tax for changes in tax rates | - | (3,287)
| Total tax charge for the period | - | -
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 29
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
12. | Tangible fixed assets
| Group
|  | Freehold property | Motor vehicles | Fixtures and fittings | Computer equipment | Work in progress | Total
|  | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |
| At 1 April 2024 | 21,853,584 | 245,783 | 9,770,120 | 237,824 | - | 32,107,311
| Additions | 12,574,345 | 13,200 | 5,061,680 | 179,037 | 458,173 | 18,286,435
| Disposals | (671,621) | (17,945) | (143,937) | - | - | (833,503)
| Transfers between classes | 105,150 | - | (105,150) | - | - | -
| At 30 March 2025 | 33,861,458 | 241,038 | 14,582,713 | 416,861 | 458,173 | 49,560,243
| Depreciation |  |  |  |  |  |
| At 1 April 2024 | 513,158 | 52,672 | 1,354,516 | 31,752 | - | 1,952,098
| Charge for the period | 538,668 | 48,806 | 1,551,067 | 45,259 | - | 2,183,800
| Disposals | (12,249) | - | (14,434) | - | - | (26,683)
| Impairment charge | - | - | 624,000 | - | - | 624,000
| At 30 March 2025 | 1,039,577 | 101,478 | 3,515,149 | 77,011 | - | 4,733,215
| Net book value |  |  |  |  |  |
| At 30 March 2025 | 32,821,881 | 139,560 | 11,067,564 | 339,850 | 458,173 | 44,827,028
| At 31 March 2024 | 21,340,426 | 193,111 | 8,415,604 | 206,072 | - | 30,155,213
Page 30
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
13. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 April 2024 | 9,256,253
| Additions | 3,547,499
| At 30 March 2025 | 12,803,752
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Valiant Pub Bidco Limited | Ordinary | 100%
| Valiant Pub Midco Limited* | Ordinary | 100%
| Valiant Pub Company Limited | Ordinary | 100%
| Valiant Asset Company 1 Limited | Ordinary | 100%
| Valiant Asset Company 2 Limited | Ordinary | 100%
| Valiant Asset Company 3 Limited | Ordinary | 100%
| Subsidiary undertakings with an asterisk (*) are directly controlled entities. All other entities are indirect holdings. All subsidiaries have the same registered office address of Third Floor, 5 Lower Temple Street, Birmingham, England, B2 4JD.
14. | Stocks
|  | Group 30 March | Group 31 March
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | 666,334 | 508,513
| Stock recognised in cost of sales during the period as an expense was £9,804,391 (2024: £6,325,680).
Page 31
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
15. | Debtors
|  | Group 30 March | Group 31 March
|  | 2025 | 2024
|  | £ | £
| Trade debtors | 29,657 | 15,003
| Other debtors | 919,722 | 336,093
| Prepayments and accrued income | 145,995 | 369,695
|  | 1,095,374 | 720,791
16. | Cash
|  | Group 30 March | Group 31 March
|  | 2025 | 2024
|  | £ | £
| Cash at bank and in hand | 13,976,688 | 3,461,427
17. | Creditors: amounts falling due within one year
|  | Group 30 March | Group 31 March | Company 30 March | Company 31 March
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 1,743,700 | 1,230,626 | - | -
| Accrued interest owed to shareholders | 3,347,437 | 1,581,519 | 3,347,437 | 1,581,519
| Other taxation and social security | 175,018 | 136,282 | - | -
| Other creditors | 179,432 | 191,807 | - | -
| Accruals | 2,837,206 | 932,183 | - | -
|  | 8,282,793 | 4,072,417 | 3,347,437 | 1,581,519
| Accrued interest is on the share capital treated as debt and is due quarterly to the shareholders of the Group.
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VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
18. | Creditors: amounts falling due after more than one year
|  | Group 30 March | Group 31 March | Company 30 March | Company 31 March
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 11,693,714 | - | - | -
| Loan notes | 46,722,164 | 31,665,817 | - | -
| Share capital treated as debt | 12,778,752 | 9,231,252 | 12,778,752 | 9,231,252
|  | 71,194,630 | 40,897,069 | 12,778,752 | 9,231,252
| Bank loans On 4 September 2024, the Group drew down a loan of £12,000,000 from Metro Bank PLC. The loan is repayable in full on 4 September 2029 (60 months from the draw down date). Interest was payable at a floating rate comprising the base rate plus a fixed margin of 3.50% per annum. The bank loan is shown net of loan arrangement fees totalling £306,286. The bank loan is secured on 24 of the freehold properties. Loan notes Loans notes are loans notes due from shareholders. These are fixed notes with compound interest charged quarterly at 11.5% per annum and are due for repayment in full on 26 October 2026. As the interest is capitalised £8,385,915 (2024: £3,972,068) of accrued but capitalised interest is included within the loan note balance. Share capital treated as debt The share capital classified as debt is preference shares. Disclosure of the terms and conditions attached to these non-equity shares is made in note 20. The preference shares have been disclosed as non-current creditors as redemption of the shares is at the discretion of the Company and there is no intention to redeem within the next 12 months (2024: no intention to redeem within the next 12 months).
19. | Loans
| Analysis of the maturity of loans is given below:
|  | Group 30 March | Group 31 March | Company 30 March | Company 31 March
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due 1-2 years |  |  |  |
| Loans notes | 46,722,164 | 31,665,817 | - | -
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 11,693,714 | - | - | -
|  | 58,415,878 | 31,665,817 | - | -
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VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
20. | Share capital
|  |  |  |  | 30 March | 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares classified as equity
|  | Allotted, called up and fully paid |  |
|  | 2,000,000 (2024: 2,000,000) Ordinary A shares of £0.01 each | 20,000 | 20,000
|  | 500,001 (2024: 500,001) Ordinary B shares of £0.01 each | 5,000 | 5,000
|  |  | 25,000 | 25,000
|  |  |  |  | 30 March | 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares classified as debt
|  | Allotted, called up and fully paid |  |
|  | 1,277,875,200 (2024: 923,125,200) preference shares of £0.01 each | 12,778,752 | 9,231,252
- On 4 March 2025, 41,000,000 preference shares of £0.01 each were issued. - On 23 December 2024, 160,000,000 preference shares of £0.01 each were issued. - On 23 August 2024, 47,500,000 preference shares of £0.01 each were issued. - On 28 June 2024, 18,750,000 preference shares of £0.01 each were issued. - On 19 April 2024, 87,500,000 preference shares of £0.01 each were issued. Shares classified as debt are preference shares that are redeemable in perpetuity. These shares are non-voting and have a coupon rate of 13.5% p.a.
21. | Capital commitments
| At 30 March 2025 the Group had capital commitments as follows:
|  | Group 30 March | Group 31 March
|  | 2025 | 2024
|  | £ | £
| Contracted for but not provided in these financial statements | 1,735,158 | 139,782
22. | Pension commitments
The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £129,177 (2024: £87,047). Contributions totalling £20,036 (2024: £14,203) were payable to the fund at the reporting date. Page 34
VALIANT PUB HOLDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 MARCH 2025
23. | Related party transactions
During the year, the Group employed a close family member of one of the directors. They held a position within the Group and were remunerated on normal commercial terms. For the year ended 30 March 2025, they received total gross remuneration of £93,197 (2024: £80,428).
24. | Post balance sheet events
| On 4 August, subsequent to the year end, the Group drew down a second debt facility of £14 million from Metro Bank, increasing the total facility to £26 million. The new facility bears interest at a margin of 3% over the base rate and matures on 4 August 2030. As part of this arrangement the interest rate on the initial £12m loan was reduced to 3% over the base rate.
25. | Controlling party
The immediate parent undertaking is Willow Lux S.a r.l., a company registered in Luxembourg. The registered office address is 15 Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand-Duche de Luxembourg. The ultimate controlling party is Njord Partners LLP, a company registered in England and Wales. The registered office address is 4th Floor Phoenix House, 1 Station Hill, Reading, Berkshire, United Kingdom, RG1 1NB.
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