The directors present the strategic report for the year ended 30 June 2025.

Thorley Taverns Holdings Limited acts as the holding company of the Group. The trading activities of the Group are carried out entirely through its wholly‑owned subsidiary, Thorley Taverns Limited.

On 8 August 2024 Thorley Taverns Holdings acquired 100% of the share capital of Thorley Taverns. Prior to this Thorley Taverns Holdings was dormant.

The principal activity of the Thorley Taverns Limited during the year was the management of its eclectic mix of licensed premises, which included pubs, restaurants and hotels. The group is well placed moving forward, it operated 18 sites of which 14 sites are owned freehold.

The group's strategy is to provide high quality outlets for its clientele and employees alike in which great quality food, drink and accommodation can be enjoyed.

All key suppliers have remained the same and benefit continues to be gained from long term agreements.

The group continued to invest in the development of its outlets to ensure Thorley’s venues are known for the excellence of their premises and of the goods and services they supply. Expenditure on repairs, renovation and development for the year remained constant.

It is recognised that any business is only as good as the people it employs so the company has a clear strategy of recruitment and training to make certain that a highly skilled team is able to ensure that customers receive only the best service. These teams have been retained despite the extremely challenging conditions of the past year.

In the normal course of business, the group continually assesses significant risks and takes relevant action

to mitigate any potential impact.

The following risks constitute, in the board’s opinion, the principal risks and uncertainties currently facing the

group but cannot represent a full list of all such matters:

Strategic risks

Economic and market conditions

Adverse economic conditions can affect operations although performance through recent difficult conditions have shown that the group can continue to survive in such circumstances. The availability of low price alcohol in supermarkets will continue to be an important element of these difficult trading conditions.

Regulation and taxation of alcohol sales

The industry is heavily regulated and taxed and as such the group's performance can be affected by

significant changes to regulation and tax rates.

Commercial and operational risks

Suppliers

The group is reliant upon good trading relationships with all of its suppliers. Some of these relationships

have been in place for many years and the Directors have a policy of ensuring that strong links are maintained

with all suppliers of both goods and services.

Health and Safety

The group operates in an area where Health and Safety is a significant risk and this is recognised as an

important matter. The Directors are continually reviewing these issues, identifying risks and taking appropriate

action so that high levels of Health and Safety compliance are achieved.

Reputation and Brand

The group has built a strong brand and business reputation over many years and recognises that continual

vigilance is required to maintain the group’s position. Strong controls in areas such as quality standards, staff

training and review by senior managers and directors mitigate this risk.

Financial risks

The principal financial risk is the maintenance of sufficient working capital to enable the group to continue

and expand its operations. A close relationship is maintained with the group’s bankers to ensure that

funding is available appropriate to the group trading activities and capital assets.

Key Ratio

The group measures performance using key performance indicators including comparing like for like turnover at all sites on an individual basis, overheads and expenditure compared to previous year and also analyses actual accounts compared to prepared forecasts.

In the group, turnover for the year amounted to £13,916,600 with overall equity being £9,363,792. This was the first year reporting as a group.

Employees

All employees are invited for annual appraisals giving both management and employees chance to analyse performance, discuss any career plans, and to review progress.

The group had a good cash position at the end of the year whilst continuing its investment in the repair, renovation and development of its outlets.

The current assets to current liabilities ratio is 1.1 for the current year.

The Group had funded all investing and financing activities in the year without recourse to further borrowing other than as part of the share purchase of  Thorley Taverns.

The Group has maintained cash balances to provide the Group with the working capital it requires.

Stakeholder engagement

Thorley Taverns is a family owned and run Group and as such all team members and suppliers are treated as extended family members. Wherever possible the Group aims to play “ win win “ with staff , customers and suppliers. We communicate regularly with both Internal and External customers.

Our Team

We employ some 398 team members, we communicate regularly with Managers, Assistant Managers, Head Chefs, Senior Chefs and Head Office personnel and these messages are cascaded down to all team members. Many channels are used, including email and video updates.

We have an in-house Mental Health Councillor and have kept a close check on all team members, especially those perceived to be struggling. Support has been given where necessary .

Customers  

We have communicated regularly with our customer base via Social Media, Press releases, and appearances by Philip on BBC TV, BBC Radio, Local radio and many more. We have continued to introduce a new EPOS system into part of the estate to allow Customer remote ordering via an App which has assisted with speed of service, an improved Gross Profit margin and a simplification for both customers and staff alike. Allergen training has been revisited and is being delivered by our team.

Suppliers

The group maintains and has encouraged dialogue with all suppliers throughout the year and all are paid to terms. We continue to put a high value on locally sourced food from local suppliers, we have shortened both food and drinks menus to streamline ordering and stock holding.

Lenders

NatWest remain to be the groups only bankers, and the relationship is over fifty years. We remain within terms on all loan facilities.

Rental Properties and Disposals

We have worked with all our tenants during the year. We have assisted them with advice where needed and all rental properties are let.

Government and Regulatory Authorities

We regularly engage with both National and local Government and Directors hold senior roles within the National Tradebody “ UK Hospitality ".  

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 June 2025.

The results for the year are set out on page 12.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

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 group's performance.

The group will continue to develop its brand and meet any changes to the market conditions as they arise.

Greenhouse Gas (GHG) Emissions

In line with the Greenhouse Gas Protocol (GHG) Corporate Accounting and Reporting Standard, Thorley Taverns continues to be engaged in a process aimed at reducing energy and greenhouse gas emissions.

Thorley Taverns maintains scopes one (1), two (2) and three (3) emissions, which include electricity and natural gas. Thorley Taverns also maintain transport emissions inclusive of group owned/operated vehicles and employee owned/operated vehicles (whereby mileage is claimed as a group expense).

Thorley Taverns have a longstanding commitment to tackling climate change. Calculated carbon footprint for the current financial year is 446.55 tCO2e, whilst energy consumption was 4,000,091.95 kWh (4,000.09 MWh).

Methodology

Thorley Taverns have reported all of emission sources under the Companies Act 2006 (Strategic Report and Director’s Reports) Regulations 2013 as required. Reporting of calculated emissions is in line with the GHG Protocol Corporate Accounting and Reporting Standard and emission factors from the UK Government's GHG Conversion Factors for Group Reporting 2024.

The reporting period is the financial year 2024 / 2025, the same as that covered by the Annual Report and Financial Statements. The boundaries of the GHG inventory are defined using the operational control approach. In general, the emissions reported are the same as those which would be reported based on a financial control boundary.

2024/2025 Emissions

Scope 1 (Natural gas and transport)            -    413.63 Tonnes CO2 equivalent (tCO2e)

Scope 2 (Electricity)                -    0.90 Tonnes CO2 equivalent (tCO2e)

Scope 1 (Electricity T&D and transport)        -    32.02 Tonnes CO2 equivalent (tCO2e)

Total                        -    446.55 tCO2e

Scope 1, 2 and scope 3 carbon intensity        0.00003 (tCO2e/turnover)

The intensity metric is based on Thorley Taverns Limited's total turnover of £15,475,987. Emissions have decreased by 43.77% since the previous reporting period.

Efficiency Measures Taken

1. Purchased electricity is now on renewable energy contracts across the portfolio

2. Installed energy efficient boilers across the portfolio

3. Energy efficient lighting has begun to be installed

4. Replacement of vehicles with electric models where possible

5. All waste is sorted and recycled (food, cardboard and glass)

6. 2 employees have taken up “cycle to work” scheme

    

   Objectives for 2025 / 2026

    

7. Installing more energy efficient boilers across the portfolio as needed

8. Continue to install energy efficient lighting

9. All pub, hotel and restaurant managers have a goal of saving at least 5% of current energy usage over the coming year

10. All refrigeration equipment to be replaced with energy efficient models as required

Thorley Taverns will report on progress within the next set of financial accounts.

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 group 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 group is aware of that information.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Thorley Taverns Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, 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 30 June 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.

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 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 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 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 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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Other matters

The financial statements for the period ended 30 June 2024 were not subject to an audit as the company took advantage of the dormant company exemption from audit under section 480 of the Companies Act 2006 .

The members did not require the company to obtain an audit of its financial statements for the period ended 30 June 2024 in accordance with section 476 of the Companies Act 2006.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 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 £0 (2024 - £0 profit).

Thorley Taverns Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Old Police Station, Broadstairs, Kent, United Kingdom, CT10 2TA.

On 8 August 2024 Thorley Taverns Holdings acquired 100% of the share capital of Thorley Taverns. Prior to this Thorley Taverns Holdings was dormant.

The group consists of Thorley Taverns Holdings Limited and all of its subsidiaries.

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

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

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Thorley Taverns 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 30 June 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

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

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue recognised at the time of sale is the fair value of bar, food, slot machine and other related sales, after deducting discounts and sales-based taxes.

Revenue from hotel rooms is recognised when rooms are occupied as services are provided, after deductions of discounts and sales-based taxes.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

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

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

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured 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 the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.

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 (or cash-generating unit) 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 asset (or cash-generating unit) 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 net realisable value, being selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis.

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

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 balance sheet 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.

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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

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

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

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

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

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

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

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

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The subsidiary company classifies its properties between tangible fixed assets and investment properties based on whether the subsidiary company has control over the operations of the public house or hotel or receives regular rentals.

The value of the subsidiary company's trading and investment properties are reviewed annually by the Directors. As part of this process the Directors take advice from Chartered Surveyors who are specialist valuers to the licensed trade in order to arrive at current use valuations for each property. The carrying value of the investment properties and residual value of trading properties is then amended to reflect these valuations.

Fixtures and fittings are depreciated over their useful life taking into account, where appropriate, residual values. Assessment of useful lives and residual values are performed annually, taking into account factors such as technological innovation, maintenance programmes, market information and management considerations. In assessing the residual values, the remaining life of the asset, its projected disposal values and future market conditions are taken into account.

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

Their aggregate remuneration comprised:

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

The carrying value of land and buildings comprises:

Freehold land and buildings and investment properties with a carrying amount of £16,502,642 (2024 - £16,401,223) have been pledged to secure borrowings of the company.

The fair value of the company's investment properties are reviewed annually by the Directors. As part of this process the Directors take advice from Chartered Surveyors who are specialist valuers to the licensed trade. The carrying value of the investment properties is then amended to reflect these valuations.

On the 8 August 2024, Thorley Tavern Holdings Limited acquired 100% of the issued share capital of Thorley Taverns Limited.

This was completed in two stages:

Thorley Tavern Holdings Limited purchased the shares held by Ann Thorley for cash consideration of £7,817,400, satisfied by a loan payable to the former shareholder.

On the same date, the remaining shareholder transferred his remaining shares in Thorley Taverns Limited to Thorley Tavern Holdings Limited in exchange for shares under a share‑for‑share exchange. The fair value of the shares issued as consideration under this exchange was £7,991,120, which forms part of the total consideration for the acquisition. As a result, Thorley Taverns Limited became a wholly‑owned subsidiary of Thorley Tavern Holdings Limited.

As a result of these transactions, Philip Thorley remains the ultimate controlling party of the Group.

The acquisition has been accounted for as a business combination under the acquisition method in accordance with FRS 102 Section 19.

Details of the company's subsidiaries at 30 June 2025 are as follows:

The bank loans are secured on various freehold, leasehold and investment premises owned by the company and an unscheduled mortgage debentures incorporating a fixed and floating charge over all current and future assets of the company.

As part of the consideration for the acquisition, the Group entered into a £7.8m loan agreement with Ann Thorley. The loan represents the amount payable for the purchase of Ann’s shares in Thorley Taverns Limited.

Repayment terms are as follows:

£1,000,000 payable 12 months after completion;

50% of the remaining balance payable 48 months after completion; and

the final 50% payable 72 months after completion.

Interest is payable in accordance with the terms of the loan agreement.

Other loans consists of a loan relating to the consideration payable after the completion of the sale of share options.

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.

1 Ordinary share capital of £1 was issued on incorporation of the company on 25 May 2018.

During the year, the group issued 46,000 ordinary shares as part of a share‑for‑share exchange with Philip Thorley.

The shares were issued to acquire Philip Thorley's remaining shareholding in Thorley Taverns Limited, completing the restructuring under which Thorley Taverns Limited became a wholly‑owned subsidiary of Thorley Taverns Holdings Limited.

The share issue formed part of the consideration for the transaction and resulted in no cash inflow to the Group.

Share premium is the amount received by the company over and above the face value of its shares.

On 8 August 2024 the group acquired 100% percent of the issued capital of Thorley Taverns Limited.

This was completed in two stages.

Thorley Tavern Holdings Limited purchased the shares held by Ann Thorley for cash consideration of £7,817,400, satisfied by a loan payable to the former shareholder.

On the same date, the remaining shareholder transferred his remaining shares in Thorley Taverns Limited to Thorley Tavern Holdings Limited in exchange for shares under a share‑for‑share exchange. The fair value of the shares issued as consideration under this exchange was £7,991,120, which forms part of the total consideration for the acquisition. As a result, Thorley Taverns Limited became a wholly‑owned subsidiary of Thorley Tavern Holdings Limited.

As a result of these transactions, Philip Thorley remains the ultimate controlling party of the Group.

The acquisition occurred part way through the financial year and certain balances have been aligned to group accounting policies on consolidation. Minor differences arising from these adjustments have been reflected within the calculation of negative goodwill.

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:

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

There were amounts due by the Directors at the year end amounting to £60,278 .

Philip Thorley is the Group’s ultimate controlling party, by virtue of his 100% ownership of the share capital of Thorley Taverns Holdings Limited.