The directors present the Strategic Report for Solitaire Restaurants Holdings Limited (the "Group") for the year ended 31 May 2025. The principal activity of the Group is the operation of public houses and restaurants across the United Kingdom.

The Board is pleased with the Group’s performance during the year, particularly in the context of ongoing economic challenges affecting the UK hospitality sector. The Group continues to operate a portfolio of bar and restaurant venues, delivering strong revenue growth and maintaining operational resilience.

It may seem a lifetime ago but when the Group first set out to build its portfolio, everything felt clear. We had something distinct, something vibrant and grounded in great hospitality. Quality food, well-curated drinks, welcoming spaces and a sense of energy that brought people together. A place where guests, of all ages, felt comfortable and at home. That vision was inspired by a simple belief that great venues are built on warmth, consistency and genuine guest experience, and that belief continues to guide what we do today.

Competition remains intense, with new entrants continuing to enter the market at pace. Cost pressures persist across the Group, with increases in supplier pricing driven by continued uncertainty in global markets, alongside elevated energy costs in the UK. In addition, recent changes to employment-related taxation have further increased operating costs across the sector.

Turnover increased to £55.7m (2024: £52.3m), reflecting continued customer demand across both public houses and restaurant operations. Gross profit improved to £40.4m (2024: £37.6m), demonstrating the strength of the Group’s offering despite inflationary cost pressures.

Operating profit remained strong at £9.6m (2024: £9.9m), with profit before taxation of £10.1m (2024: £10.0m). The reduction in profit after tax to £2.6m (2024: £7.8m) reflects the increased tax charge in the year rather than a deterioration in underlying trading performance. The Group has continued to actively manage its portfolio, with targeted investments and adjustments undertaken to optimise long-term returns.

The Group continues to invest in its estate, with £5.1m invested in tangible fixed assets during the year. This includes enhancements to existing sites and selective expansion where attractive opportunities arise. The Board remains focused on maintaining high-quality assets that deliver strong and sustainable returns.

The Group’s balance sheet remains robust, with net assets of £99.0m (2024: £78.9m) and a strong cash position of £8.8m at the year end. The Group continues to generate positive operating cash flows of £8.6m (2024: £18.3m).

The Group maintains a disciplined and flexible approach to its portfolio. Assets are actively managed to optimise performance, and the Board will continue to consider opportunities to realise value or redeploy capital where appropriate, in line with its long-term strategic objectives.

The Board remains confident in the long-term fundamentals of the business, supported by strong locations, an experienced management team, and a diversified offering across public house and casual dining formats.

Operational, commercial and financial risks are considered as part of the Group’s overall approach to establishing and maintaining an effective control environment. The principal risks and uncertainties facing the Group are set out below:

Consumer risk

The Group’s revenue is derived from guests visiting and spending across its portfolio of public houses and restaurant venues. Decisions around where and how much consumers spend are influenced by a number of factors, including location, economic conditions, changing lifestyle preferences and broader consumer sentiment.

Inflationary pressures and elevated interest rates continue to constrain disposable income, creating a more competitive trading environment. The Group aims to mitigate this risk by maintaining a balanced offering across its venues, with a focus on quality, consistency and value. Its sites operate across a range of locations, allowing the Group to benefit from a diversified customer base spanning both residential and commercial catchments.

Cost and supplier risk

The Group is exposed to fluctuations in the cost of food, beverages, utilities and other operating inputs. Increases in supplier pricing may impact margins and, if passed on, could affect customer demand.

The Group seeks to manage these pressures through active supplier relationships, regular pricing reviews and operational efficiencies. Dialogue with key suppliers is maintained to mitigate volatility, and procurement processes are periodically reviewed to ensure competitiveness and continuity of supply.

Cyber Risk

The increasing reliance on digital systems exposes the Group to a range of cybersecurity risks, including data breaches, phishing, malware and ransomware attacks. There are also risks associated with third-party service providers and supply chain systems.

The Group has implemented a range of controls to mitigate these risks, including secure network infrastructure, access controls and ongoing monitoring. Cyber awareness is promoted across the organisation, supported by appropriate policies and training, to reduce the likelihood and potential impact of cyber threats.

Regulation Risk

The Group operates in a highly regulated environment and must comply with a wide range of legal and regulatory requirements, including health and safety, employment law and licensing obligations. Non-compliance could result in financial penalties, reputational damage or operational disruption.

To mitigate this risk, the Group maintains robust internal procedures and provides regular training to ensure compliance with current regulations. Independent third-party audits are undertaken where appropriate to support adherence to required standards.

The Group also ensures that appropriate checks are carried out in respect of its workforce, including right-to-work verification and compliance with minimum wage legislation. Insurance arrangements are maintained to reduce the financial impact of unforeseen events.

Property valuation risk

A significant portion of the Group’s assets relates to freehold and leasehold properties. Valuations are based on market assumptions and therefore subject to uncertainty.

Operational risk

Delivering consistent service across multiple sites remains a focus area. Strong training, systems and oversight are in place to mitigate operational risks.

Financial risk management

The Group maintains a prudent financial strategy, focused on liquidity, cash generation and balance sheet strength.

Credit risk

Credit risk is considered to be low. Most of the income is derived at the point of sale with credit or cash transferred at that point. The Group has a handful of supplier deals which include rebates and listing fees. Each supplier deal is structured with the right of offset and credit checks are performed on all new major debtor accounts. Potential impairments are reviewed monthly and appropriate provisions are made for irrecoverable balances.

Liquidity and cash flow risk

The Group manages liquidity through strong cash generation and careful monitoring of working capital and capital expenditure.

Interest rate risk

The Group has limited exposure to interest rate fluctuations due to relatively low external borrowings.

The directors monitor the Group’s performance through key metrics including revenue, operating profit and cash generation:

- Number of restaurants – 24 trading at the period end (2024: 23)

- Revenue: £55.7m (2024: £52.3m)

- Operating profit: £9.6m (2024: £9.9m)

- Profit before tax: £10.1m (2024: £10.0m)

- Net assets: £99.0m (2024: £78.9m)

- Cash at bank: £8.8m (2024: £7.0m)

Key decisions made in the period

Ongoing investment in venues

During the year, the Group continued to invest in its portfolio of public houses and restaurant venues. Capital expenditure of £5.1m was directed towards enhancing existing locations, maintaining high operating standards and supporting long-term performance. Investment decisions were focused on strengthening the overall quality and competitiveness of the Group’s offering.

Operational enhancements

Targeted improvements were implemented across a number of venues, including refreshment of layouts, service delivery enhancements and refinement of food and beverage offerings. These initiatives are designed to drive customer engagement, improve operational efficiency and support sustainable revenue growth.

Approval of the Budget

Annually, the Board approves the budget and is provided with regular management accounts which track performance against the budget and provide updated forecasts. The Group also maintains a medium-term plan, based on assumptions relating to revenue, margins, labour and operating costs. This plan is reviewed and refined on an ongoing basis to reflect current market conditions.

Portfolio optimisation

The Group continues to actively manage its portfolio, with ongoing assessment of individual venue performance. Where appropriate, underperforming sites are subject to review, and decisions are taken to reposition, invest further or exit where this supports long-term value creation. This disciplined approach ensures that capital is allocated efficiently across the business.

Financial discipline

In response to the evolving economic environment, the Group has maintained a strong focus on cost control, cash generation and balance sheet strength. This approach supports resilience in the current market while preserving flexibility to respond to future opportunities.

As board directors, when making decisions, we believe it is our duty to consider the impact on all our stakeholders. We do this by maintaining ongoing engagement with them, helping to guide us on the matters that are most important to them. The following pages comprise our section 172(1) statement and describe how the directors have had regard to the matters set out in section 172(1) (a) to (f) of the Act when acting in the way they considered, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole. In line with guidance issued by the Financial Reporting Council, this statement focuses on matters that are of strategic importance to the Group.

1) Team Members

The Group’s performance is driven by its people, whose commitment and consistency underpin the quality of the customer experience delivered across all venues. The directors review employee engagement through regular feedback mechanisms and monitor progress against key areas raised by team members.

Investment in training and development remains a priority, with structured programmes in place to support career progression and operational excellence. The Group continues to promote from within wherever possible and encourages employees to develop long-term careers within the business.

2) Guests

The Group’s proposition is centred around delivering a high-quality, welcoming experience across its public houses and restaurant venues. Guests are offered a consistent standard of food, beverage and service in comfortable and accessible environments.

Customer feedback is actively monitored through a range of channels, including digital platforms and in-venue feedback. The directors regularly review this information to identify trends, inform operational improvements and refine the Group’s food and drink offering.

3) Suppliers

The Group works with a broad range of suppliers to support its operations, from food and beverage providers to service and infrastructure partners. Maintaining reliable and collaborative relationships with these suppliers is key to ensuring consistency and quality across all venues.

Supplier relationships are subject to ongoing review, with the Group seeking to work closely with partners to manage costs, ensure continuity of supply and respond to changing customer demand.

4) Shareholders/lenders

The Board maintains regular engagement with its shareholders and funding partners. Board meetings are held at appropriate intervals, with comprehensive information provided to support informed decision-making and oversight of the business.

The Group provides regular financial updates and operational reporting, ensuring transparency in performance and strategy while enabling stakeholders to provide input where appropriate.

5) Community and Environment

The Group recognises its responsibility to operate sustainably and contribute positively to the communities in which it operates. Efforts are made to minimise environmental impact through responsible sourcing, efficient use of resources and waste management practices.

The Group continues to assess its environmental footprint and considers opportunities to improve sustainability over time, alongside maintaining strong relationships within its local communities.

On behalf of the board

The directors present their annual report and the audited financial statements of Solitaire Restaurants Holdings Limited (the “Company”) and its subsidiaries (the “Group”) for the year ended 31 May 2025.

The Company has chosen, in accordance with section 414C(11) of the Companies Act 2006, to present information that is otherwise required to be presented in the Directors’ Report within the Strategic Report.

The principal activity of the Company is that of a holding entity. The principal activities of its subsidiary undertakings continued to comprise the ownership and operation of public houses and restaurant venues across the United Kingdom.

The results for the year are set out on page 13.

No dividends were paid to equity holders of the parent company during the year (2024: £10.0m). Dividends of £1.2m were paid to non-controlling interests.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

The auditors, Taylor Associates, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, 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;

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

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

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

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

We have audited the financial statements of Solitaire Restaurants Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the group statement of comprehensive income, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 May 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Emphasis of matter – Valuation of land and buildings and liquidation of group undertakings

We draw attention to Notes 14 and 26 to the financial statements. Note 14 describes the valuation of the Group’s land and buildings, which have been determined by the directors based on estimates of market value derived from comparable market transactions. Such valuations involve significant judgement and are inherently subject to uncertainty, particularly in the context of changing market conditions, and no independent external valuation has been obtained.

Note 26 outlines the liquidation of certain subsidiary undertakings during the year, together with the liquidation of additional subsidiaries subsequent to the reporting date (Refer to Note 28), which has been disclosed as a non-adjusting post balance sheet event in accordance with FRS 102. These matters involve judgement in assessing their financial impact and presentation in the financial statements.

Our opinion is not modified in respect of these matters.

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.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the Group’s business model, including the economic uncertainties highlighted in the Strategic Report, such as ongoing cost-of-living pressures and wider macroeconomic factors. We assessed the reasonableness of the directors’ key assumptions, including those relating to revenue, trade receivables and working capital requirements, and considered the adequacy of the Group’s forecasting process over an appropriate assessment period, including the underlying assumptions applied in both base case and sensitised scenarios.

Our work included challenging the integrity of the financial models through independent recalculation and reviewing actual performance against forecasts and historical trends. We also considered the extent to which the assumptions used were supported by external evidence and market data, and evaluated the appropriateness of management’s mitigating actions within their control. In addition, we reviewed the Group’s ongoing financial position, including cash balances and working capital, together with relevant financing arrangements and recent management information.

We also assessed whether there were any events or conditions beyond the assessment period that may impact the Group’s ability to continue as a going concern, and reviewed the adequacy of the related disclosures in the financial statements.

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 ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements.

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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

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

• adequate accounting records have not been kept 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and 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 parent company or to cease operations, or have no realistic alternative but to do so.

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

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

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant UK tax compliance regulations and Data Protection Regulation (GDPR).

We understood how the company complies with laws and regulations by making enquiries of management, internal audit, those responsible for legal and compliance procedures. We made enquiries through our review of board minutes and internal controls process documentation and considered the results of our audit procedures.

We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management to discuss areas where we considered there was susceptibility to fraud. We considered the internal controls that the company has implemented to address any risks identified, or to prevent, deter and detect fraud, and how senior management monitor them.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance

The key audit areas identified at planning included revenue recognition, accounting estimates and testing manual journals. We planned and designed our work to provide reasonable assurance that the financial statements were free from fraud or error. However due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected an irregularity or fraud that could result in a material misstatement in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards.

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

- Enquiring of management of whether they have knowledge of any actual, suspected or alleged fraud and of the company’s high-level policies and procedures to prevent and detect fraud

- Reading minutes of the meetings of management; and

-Considering remuneration incentive schemes and performance targets for management.

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as bad debt provisions. On this audit we do not believe there is a fraud risk related to revenue recognition because the company’s income primarily arises from contractor timesheets billed with fixed and periodic payments. We did not identify any additional fraud risks.

We also performed procedures including:

- Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation;

- Challenging and observing the processes and methodologies applied in calculating key accounting balances; and

- Evaluating the business purpose of significant unusual transactions.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £4,762,090 (2024 - £13,943,973 profit).

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

Solitaire Restaurants Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

The group consists of Solitaire Restaurants Holdings Limited and all of its subsidiaries.

The group financial statements have been prepared on a going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value. The financial statements are in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Ireland and the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The consolidated group financial statements consist of the financial statements of the parent company Solitaire Restaurants Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 May 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

The financial statements have been prepared on a going concern basis.

In assessing the appropriateness of this basis, the directors have considered the group’s financial position, cash resources and liquidity, together with the current economic environment in which the group operates. At 31 May 2025, the group had cash balances of £8.8m and limited external borrowings, providing a strong net cash position and a high degree of financial flexibility.

The directors have prepared detailed cash flow forecasts covering a period of at least twelve months from the date of approval of the financial statements. These forecasts take into account current trading performance across the group’s restaurant and hospitality operations, as well as the potential impact of economic pressures, including inflationary cost increases, interest rate conditions and changes in consumer discretionary spending.

Sensitivity analyses have been performed on key assumptions, including reductions in revenue and increases in operating costs, to assess the group’s resilience under reasonably foreseeable downside scenarios. The results of this analysis indicate that the group is expected to maintain sufficient liquidity and headroom throughout the forecast period.

Based on this assessment, the directors are satisfied that the group has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of the financial statements and to meet its liabilities as they fall due.

Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue represents the fair value of consideration received or receivable from the sale of food, drink and other hospitality services, together with rental income, stated net of VAT and discounts.

Revenue from bar sales, soft drinks and food is recognised at the point of sale, when the goods are provided to the customer and the customer obtains control of the goods. Where the group provides events, venue hire or similar services, revenue is recognised over the period the service is provided, reflecting the stage of completion.

Rental income from operating leases is recognised on a straight-line basis over the lease term. The group does not have material financing components, as revenues are typically settled at the time of the transaction.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of the net assets acquired. It is initially recognised at cost and subsequently measured at cost less accumulated amortisation and impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected useful life, which is 10 years where a reliable estimate of useful life cannot be made.

Goodwill is reviewed for impairment where there are indicators that its carrying value may not be recoverable. Any impairment loss is recognised in profit or loss.

Tangible 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 recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using methods and rates that reflect the expected pattern of consumption of the economic benefits of the assets. Depreciation is applied using appropriate rates within a reasonable range for each class of asset across the group. While the specific useful economic lives and depreciation rates applied may vary between individual subsidiaries to reflect asset-specific factors, the directors are satisfied that these fall within acceptable ranges and do not give rise to a material inconsistency in the consolidated financial statements.

Freehold and Leasehold land are not depreciated.

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 the Statement of Comprehensive Income.

The policy is based on the useful life of the asset. Should a revaluation occur, depreciation on the asset would be over the remaining useful life and on the revalued amount. Please refer to Note 14, where the remaining useful life will be disclosed for each asset that has been revalued. The directors are responsible for obtaining the valuations for the buildings, and where third-party valuations have been carried out, this will be indicated in Note 14.

Equity investments are measured at fair value through profit or loss, except for those investments that are not publicly traded and whose fair value cannot be measured reliably, which are measured at cost less impairment.

In the parent company financial statements, investments in subsidiaries and jointly controlled entities are initially recognised at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Entities in which the group shares control under a contractual arrangement are classified as jointly controlled entities.

Investments are reviewed for impairment where there are indications that the carrying value may not be recoverable. Any impairment loss is recognised in profit or loss.

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

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

An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in or , unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises all expenditure incurred in bringing finished goods stock to their present location and condition. Stocks are recognised as an expense in the period in which the related revenue is recognised.

At each reporting date, stocks are assessed for impairment. Where necessary, stocks are written down to their estimated selling price less costs to complete and sell, and any resulting impairment loss is recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

Basic financial liabilities, including trade creditors and loans from fellow group companies, are classified as financial liabilities of the group. These are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, in which case the liability is measured at the present value of the future payments discounted at a market rate of interest.

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

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

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

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss unless it relates to a transaction recognised as other comprehensive income or directly in equity, in which case the tax is also recognised in other comprehensive income or directly in equity respectively.

The current tax charge is calculated based on tax rates and laws that have been enacted or substantively enacted at the reporting date in the UK.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Dilapidations provisions cover the estimated cost of works necessary at termination under the terms of the lease. Guidance for the total cost is made with reference to independent third party quantity surveyor reports. The provision is made up of a reinstatement and maintenance element. The reinstatement element is an initial estimate of the costs to return the asset to its original state at the end of the lease where the Company has made changes to the underlying asset in order to carry out its operation. The maintenance component relates to returning the asset to its original condition as a result of wear and tear caused by ongoing usage.

Provisions for legal claims are recognised where: the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and the amount has been reliably estimated.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations is small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost.

The Group operates a centralised payroll. All employees are contractually employed by Rose Fifteen Limited and provide services to the Group’s subsidiaries. In the consolidated financial statements, employee benefit costs (including wages and salaries, employer’s national insurance and pension contributions) are recognised in the profit or loss of the subsidiaries (or functions) that receive the benefit of the employees’ services, with a corresponding elimination of intra‑group recharges on consolidation. Therefore the average employee numbers in the subsidiaries will only have the directors. The consolidated financials for the group and Rose Fifteen will have the actual average employee numbers in the respective years.  

Employee benefits are accounted for in accordance with FRS 102 Section 28. The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

For any defined contribution schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

Rentals payable under operating leases are recognised in profit or loss on a straight‑line basis over the lease term. Lease incentives, including rent‑free periods and other benefits received, are recognised as a reduction to the lease expense on a straight‑line basis over the shorter of the lease term and the period to the first break clause, where there is no clear intention to continue beyond that date.

For accounting periods beginning on or after 1 January 2026, the revised FRS 102 (September 2024 edition) will require most leases to be recognised on the balance sheet as right‑of‑use assets and lease liabilities, except for leases that qualify as short‑term or low‑value. This change does not affect the current reporting period.

Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.

Government grants are recognised in the Statement of Comprehensive Income on a systematic basis over the periods in which the Company recognises as expenses the related costs for which the grants are intended to compensate. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenue and expenses during the period. However, the nature of estimates means that actual outcomes could differ from those estimates or judgements. The directors do not consider there to be any significant accounting estimates that would cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The following judgements have had the most significant effect on amounts recognised in the financial statements:

The entity makes use of a 4-4-5 financial system for financial reporting and as a result this results a mismatch between the financial year end and the end of the 4-4-5 period , as such there could be minor differences due to timing which the directors expect due to the system used , however this will not impact the overall financial position and performance of the entity.

All of the Companies turnover is derived from the company’s principal activities and the whole of turnover is attributable to sales made within the United Kingdom.

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

Their aggregate remuneration comprised:

The company had no employee costs incurred for the current and prior financial period.

Director remuneration for qualifying services during the year totalled £57,457 (2024: £57,407), comprising a basic salary of £50,000 (2024: £50,000), employer national insurance contributions of £6,144 (2024: £6,103) and pension contributions of £1,313 (2024: £1,304).

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

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

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

The carrying value of land and buildings comprises:

Land and buildings were revalued by the Directors based on their estimated market value, determined by reference to recent arm’s length market transactions for comparable properties. The resulting market values were not materially different from the assets’ carrying amounts and, accordingly, no revaluation gain or loss was recognised.

Land and buildings were revalued by the Directors on the basis of market value. The valuation was based on recent market transactions on arm's length terms for similar properties.

The revaluation surplus/ (deficit) is disclosed in note 25.

If land and buildings were measured using the cost model, the carrying amounts for the group would have been as detailed below:

During the period, the group dissolved a number of subsidiary undertakings, namely Tightend Limited and Smokepit Limited, as part of an ongoing change of the group structure. These entities were non-operational at the time of dissolution and their removal has not had a material impact on the financial position of the group.

The difference between the purchase price of stocks and their replacement cost is not material. Stock is stated net of a provision for obsolete food and drink of £41,047 (2024: £Nil)

There are no formal loan agreements or repayment terms in place with regards to amounts owed/(due) to group balances which are repayable on demand.

Bank loans are secured by fixed charges over the freehold and leasehold properties interests owned by the Group.

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

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Equity reserve

Called-up share capital - represents the nominal value of shares that have been issued.

During the financial year ended 31 May 2025, one of the subsidiaries Smokepit Limited transferred its trade, assets, and operations to Smokemeats Limited, a fellow subsidiary within the group.

The transfer was undertaken as part of an internal group reorganisation to streamline operations and improve efficiency. The transaction was completed on 19 March 2025 on the dissolution of the Company.

The transfer was accounted for as a common control transaction within the group. Assets and liabilities were transferred at their carrying values, consistent with the principles of merger accounting / predecessor accounting as permitted under FRS 102 for group reorganisations.

Management considers that the reorganisation has no impact on the consolidated financial statements of the Solitaire Restaurants Holdings Group, as the transaction represents a transfer within entities under common control.

It should further be noted that another subsidiary within the group Tight End Limited started a liquidation process on 21 July 2023 (which was in the previous financial year) and the liquidation was completed on 3 September 2024 (which is in the current financial period), however there was no material financial impact on the consolidated financial statements of the Solitaire Restaurants Holdings Group.

The operating leases represent leases of properties from third parties. The leases are negotiated over terms of 1-20 years and rentals are fixed for 1-5 years. Certain leases include a provision for five-yearly upward rent reviews according to prevailing market conditions. There are also options in place for either party to extend the lease terms scriptions if required.

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

Subsequent to the reporting date, certain subsidiaries within the group were formally dissolved and removed from the relevant corporate register.

As the dissolutions were completed after the year-end, they are treated as non-adjusting subsequent events, as they do not relate to conditions existing at the reporting date. These changes reflect a post year-end restructuring of the group and are disclosed to inform users of the financial statements. Specific details of the entities concerned are disclosed within the respective sub-holding and standalone financial statements.

Accordingly, the going concern basis has not been applied in respect of these entities, and their financial statements were prepared on a basis other than going concern.

Dividends totalling £0 (2024 - £10,000,000) were paid in the year in respect of shares held by the company's directors.