REGISTERED NUMBER: 12820672 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 1 JANUARY 2024 TO 29 DECEMBER 2024

FOR

WPC10 LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Statement of Directors' Responsibilities

6

Report of the Independent Auditors

7

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Cash Flow Statement

18

Notes to the Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

21

DIRECTORS:

J D Weight

P Ekas

P Marks

REGISTERED OFFICE:

C/O Oasys Accountants

850 Green Lanes

London

N21 2RS

REGISTERED NUMBER:

12820672 (England and Wales)

AUDITORS:

Burnside

Chartered Accountants

and Statutory Auditor

61 Queen Square

Bristol

BS1 4JZ

The directors present their strategic report of the company and the group for the period 1 January 2024 to 29 December 2024.

This is the period of account for WPC10 Limited trading as Rileys Sports Bars, the "Company", with the results contained within covering the period from 1st January 2024 to 29th December 2024.

Rileys is a Sports Bar business offering American and English pool and darts, alongside showing all major sporting events in contemporary surroundings.

REVIEW OF BUSINESS

The focus of the Board and Management in the current financial year was to:

i.

Continue to build on the previous year's progress of investing and modernising our facilities and improving customer and employee feedback;

ii.

Continue to refine our customer loyalty program to drive greater repeat visits and allow the Group to reengineer the discounts on offer;

iii.

Improve profitability by focusing both on sales (like for likes sales are up 6%) together with good cost control measures and labour scheduling whilst still offering standards of service expected in hospitality in 2024;

iv.

Explore further growth opportunities for the WPC7 estate in new cities across the UK; and

v.

Modernise the Group's reporting structure and introduce tools such as Microsoft BI in order to automate reporting enabling better controls and analysis of trends in the business to enable more focused marketing campaigns.

A total of 14 sites were trading at the end of the financial year, with the introduction of a new site in central Cardiff in July 2024.

Throughout the financial year management have continued to invest in maintenance and capital expenditure across all facets of the clubs. Snooker and pool tables continue to be kept in good condition by refurbishing to a planned schedule. We maintain health & safety compliance monitoring, which is reviewed at our monthly Board meetings.

Capital expenditure on both existing and new clubs are expected to pay back in 3 years. There have been major schemes in WPC 7 sites in Chester (new site) Nottingham (existing site) and Cardiff (new site) and all are on target to either achieve or beat this payback. During the last two years, £192k has been invested in the WPC 8 Solihull site to modernise the club, and the investment is on track to pay back in under three years.

Underlying trading EBITDAM (earnings before interest, taxation, depreciation, amortisation and maintenance expenditure) profit was up at £2,004k (2023: £1,626k).

The statutory loss before taxation of £(2,577)k includes investment management fees of £(183)k, exceptional items of £(86)k, depreciation and amortisation of retained business assets of £(1,474)k, and interest payable of £(2,639)k.

PRINCIPAL RISKS AND UNCERTAINTIES

A risk posed to the Group is that of failing to meet its sales targets. Risk factors that will affect that include the amount of choice within the competitive socialising industry, state of the general economy and consumer confidence, particularly if adversely impacted by a downturn driven by the cost of living crisis. Although there may be leisure outlets that do not survive the downturn, those that do will have to work harder in the coming years to maintain their share of customers' disposable income.

Furthermore, failure to invest further in the fabric of the Group's clubs to provide a more agreeable environment, particularly for female customers, would likely impede the required sales growth. An associated risk is that of not achieving adequate financial returns from such refurbishment and new acquisition investments.

The Group is exposed to UK regulatory changes, principally those relating to health and safety, gaming and licenses.

NON-STATUTORY SITE ANALYSIS - GROUP

Total for the period ended:

29/12/2024

31/12/2023

£'000

£'000

Turnover

10,682

8,807

Gross profit

8,440

6,921

Gain on revaluation of investment property

190

271

Adjusted administrative expenses

(6,626

)

(5,566

)

Operating EBITDAM

2,004

1,626

Repairs and maintenance

(199

)

(159

)

Operating EBITDA

1,805

1,467

Investor management fees

(183

)

(183

)

Non-recurring costs

(86

)

(145

)

Depreciation and amortisation

(1,474

)

(1,272

)

Interest payable and similar charges

(2,639

)

(2,168

)

Loss on ordinary activities before taxation

(2,577

)

(2,301

)

KEY PERFORMANCE INDICATORS

The primary KPI for the business is like-for-like sales growth vs the prior year. For the 13 sites open all year, (Cardiff and Chester excluded as not like for like) this was 7.9%. This was slightly ahead of 2023 and is owed to the continued strong and loyal underlying customer base, better and more proactive management of clubs sales plans and the success of pricing changes including the removal of universal discounts.

STRATEGY

The strategy for the business remains to drive profitability growth through the following initiatives:

-

Acquisition or opening of new sites in the major target markets where Rileys doesn't currently have a presence, as the refurbishment programme in the historic sites approaches completion;

-

Opportunistic acquisitions of existing sites owned by others will also be considered if they present an opportunity to pay back within three years and fit the Rileys criteria and in the future could be rebranded as a Rileys;

-

Improvements in customer service through better staff training and gathering more customer feedback;

-

Further tailoring of the customer loyalty program to drive greater repeat visits and allow the Group to reengineer the discounts on offer;

-

Improvement in systems to drive efficiencies as well as better and more timely management information;

-

The introduction of CRM, membership, and tills system to result in more effective marketing through targeted use of the Group's membership database; and

-

Improvements in the development, retention, and recruitment of staff, particularly the vital club manager cadre.

ON BEHALF OF THE BOARD:

J D Weight - Director

9 December 2025

The directors present their report with the financial statements of the company and the group for the period 1 January 2024 to 29 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group is the operation of a national chain of sports bars under the Rileys brand. These venues provide high-quality facilities for cue sports including American Pool, English Pool, Snooker, and Darts, as well as other leisure activities. The group also offers food and beverage services and hosts televised sporting events in dedicated sports zones across its estate.

In addition to its trading operations, the group includes entities established to manage the freehold interests of its property portfolio, supporting the long-term strategic development and operational flexibility of the business.

DIVIDENDS

No dividends will be distributed for the period ended 29 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

J D Weight

P Ekas

P Marks

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Burnside, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J D Weight - Director

9 December 2025

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of WPC10 Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 29 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement, Notes to the Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 29 December 2024 and of the group's loss for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

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 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 group's and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

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

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

-	the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

An understanding of the legal and regulatory framework applicable to the entity was obtained from management and those charged with governance of the entity, and the audit engagement team was confirmed to have the appropriate competence and capabilities to identify non-compliance with such a framework.

No significant instances of fraud, non-compliance with laws and regulations or other irregularities were communicated to the engagement team by management or those charged with governance, and no particular audit areas or legislation were identified that gave rise to any significant risks of material misstatement in respect of such irregularities.

Due to the size and nature of the entity, its susceptibility to material misstatement resulting from fraud, non-compliance with laws and regulations, or other irregularities is considered to be low, and the audit approach was appropriately planned so as to address this risk.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Steven Coombe FCA (Senior Statutory Auditor)

for and on behalf of Burnside

Chartered Accountants

and Statutory Auditor

61 Queen Square

Bristol

BS1 4JZ

9 December 2025

TURNOVER

10,681,611

8,807,438

Cost of sales

2,241,964

1,885,991

GROSS PROFIT

8,439,647

6,921,447

Administrative expenses

8,567,641

7,325,783

(127,994

)

(404,336

)

Gain/loss on revaluation of investment property

190,000

271,305

OPERATING PROFIT/(LOSS)

4

62,006

(133,031

)

Interest payable and similar expenses

6

2,638,944

2,168,455

LOSS BEFORE TAXATION

(2,576,938

)

(2,301,486

)

Tax on loss

7

(739,818

)

10,121

LOSS FOR THE FINANCIAL PERIOD

(1,837,120

)

(2,311,607

)

Loss attributable to:

Owners of the parent

(1,837,120

)

(2,311,607

)

LOSS FOR THE PERIOD

(1,837,120

)

(2,311,607

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(1,837,120

)

(2,311,607

)

Total comprehensive income attributable to:

Owners of the parent

(1,837,120

)

(2,311,607

)

FIXED ASSETS

Intangible assets

9

2,935,776

3,446,346

Tangible assets

10

4,588,067

3,321,146

Investments

11

-

-

Investment property

12

2,140,000

1,950,000

9,663,843

8,717,492

CURRENT ASSETS

Stocks

13

141,583

103,486

Debtors

14

1,292,559

836,998

Cash at bank and in hand

601,395

1,062,009

2,035,537

2,002,493

CREDITORS

Amounts falling due within one year

15

2,568,961

2,162,225

NET CURRENT LIABILITIES

(533,424

)

(159,732

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,130,419

8,557,760

CREDITORS

Amounts falling due after more than one year

16

(15,095,245

)

(12,754,216

)

PROVISIONS FOR LIABILITIES

20

(197,885

)

(129,135

)

NET LIABILITIES

(6,162,711

)

(4,325,591

)

CAPITAL AND RESERVES

Called up share capital

21

1

1

Retained earnings

22

(6,162,712

)

(4,325,592

)

SHAREHOLDERS' FUNDS

(6,162,711

)

(4,325,591

)

The financial statements were approved by the Board of Directors and authorised for issue on 9 December 2025 and were signed on its behalf by:

J D Weight - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

7,627,489

9,966,669

Investment property

12

-

-

7,627,489

9,966,669

CURRENT ASSETS

Debtors

14

1,691,962

1,695,377

Cash at bank

36,114

467,469

1,728,076

2,162,846

CREDITORS

Amounts falling due within one year

15

492,441

355,944

NET CURRENT ASSETS

1,235,635

1,806,902

TOTAL ASSETS LESS CURRENT LIABILITIES

8,863,124

11,773,571

CREDITORS

Amounts falling due after more than one year

16

15,095,245

12,754,216

NET LIABILITIES

(6,232,121

)

(980,645

)

CAPITAL AND RESERVES

Called up share capital

21

1

1

Retained earnings

(6,232,122

)

(980,646

)

SHAREHOLDERS' FUNDS

(6,232,121

)

(980,645

)

Company's loss for the financial year

(5,251,476

)

(2,107,663

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 9 December 2025 and were signed on its behalf by:

J D Weight - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 2 January 2023

1

(2,013,985

)

(2,013,984

)

Changes in equity

Total comprehensive income

-

(2,311,607

)

(2,311,607

)

Balance at 31 December 2023

1

(4,325,592

)

(4,325,591

)

Changes in equity

Total comprehensive income

-

(1,837,120

)

(1,837,120

)

Balance at 29 December 2024

1

(6,162,712

)

(6,162,711

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 2 January 2023

1

1,127,017

1,127,018

Changes in equity

Total comprehensive income

-

(2,107,663

)

(2,107,663

)

Balance at 31 December 2023

1

(980,646

)

(980,645

)

Changes in equity

Total comprehensive income

-

(5,251,476

)

(5,251,476

)

Balance at 29 December 2024

1

(6,232,122

)

(6,232,121

)

Cash flows from operating activities

Cash generated from operations

1

1,721,412

1,247,304

Interest paid

(2,448,141

)

(2,018,745

)

Finance costs paid

(190,803

)

(149,710

)

Tax received

177,098

119,014

Net cash from operating activities

(740,434

)

(802,137

)

Cash flows from investing activities

Purchase of tangible fixed assets

(2,232,120

)

(2,274,001

)

Purchase of investment property

-

(983,460

)

Sale of tangible fixed assets

29,124

224,658

Net cash from investing activities

(2,202,996

)

(3,032,803

)

Cash flows from financing activities

New loans in year

2,466,986

2,992,930

Group balances

15,830

(119,786

)

Net cash from financing activities

2,482,816

2,873,144

Decrease in cash and cash equivalents

(460,614

)

(961,796

)

Cash and cash equivalents at beginning of period

2

1,062,009

2,023,805

Cash and cash equivalents at end of period

2

601,395

1,062,009

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

Period

1.1.24

2.1.23

to

to

29.12.24

31.12.23

£

£

Loss before taxation

(2,576,938

)

(2,301,486

)

Depreciation charges

899,615

733,895

Loss on disposal of fixed assets

36,460

-

Gain on revaluation of fixed assets

(190,000

)

(271,305

)

Amortisation charges

510,570

510,569

Finance costs

2,638,944

2,168,455

1,318,651

840,128

Increase in stocks

(38,097

)

(10,647

)

Decrease in trade and other debtors

165,793

168,273

Increase in trade and other creditors

275,065

249,550

Cash generated from operations

1,721,412

1,247,304

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 29 December 2024

29.12.24

1.1.24

£

£

Cash and cash equivalents

601,395

1,062,009

Period ended 31 December 2023

31.12.23

2.1.23

£

£

Cash and cash equivalents

1,062,009

2,023,805

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 29.12.24

£

£

£

Net cash

Cash at bank and in hand

1,062,009

(460,614

)

601,395

1,062,009

(460,614

)

601,395

Debt

Debts falling due within 1 year

(322,373

)

(125,957

)

(448,330

)

Debts falling due after 1 year

(12,754,216

)

(2,341,029

)

(15,095,245

)

(13,076,589

)

(2,466,986

)

(15,543,575

)

Total

(12,014,580

)

(2,927,600

)

(14,942,180

)