The principal activity of the company continued to be that of a holding company, whilst the group's principal activity during the year was the ownership and management of Public Houses and Inns, and the sale of beers, wines, spirits and soft drinks through its licensed property estate.

During the year turnover grew by £6.5m, a 16% increase on the prior year. The Leased and Tenanted business increased turnover by 5% while Honeycomb Houses (the managed business) grew turnover by 23%. The Honeycomb House growth comprises like for like organic growth of 7% and acquired turnover of 17% (£3.9m).

2025 saw continuing high levels of investment back into the pub estate as capital and operating expenditure (excluding pub acquisitions) amounting to £6.5m was up 20% on 2024. In addition, the group acquired the Kings Head, Cirencester and the Redesdale Arms, in Moreton-in-Marsh during the year. Both sites have been added to the Honeycomb House estate, growing the estate to 12.

EBITDA has grown £0.7m in the year, up 6%. This performance comprises EBITDA growth in the Leased and Tenanted division of £0.3m and growth in Honeycomb Houses’ profitability of £1.0m. These positive trading performances have been offset by £0.6m of exceptional one-off costs associated with a bank refinancing at the start of 2025 and an aborted acquisition.

Operating profits of £7.2m showed no movement versus the prior year, meaning operating profitability declined 2.4% to 15%. This decline is due to the exceptional one-off costs highlighted above, as well as higher charges for depreciation and amortization linked to the acquisitions and other capital expenditure in the year.

The cash position changed during 2025 with a new debt facility put in place to support the acquisitions during 2025, and further acquisitions during 2026. The new facility comprises a term repayment loan of £12.5m and a revolving credit facility of £12.5m which was undrawn year-end. Cash reserves of £7.6m are down £1.1m versus 2024, reflecting the significant investment in our pub estate during the year. As a result, our debt position reports a net increase in bank debt of £7.8m.

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

Operational Risk

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

Economic risk

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

Credit risk

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

Interest rate risk

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

Liquidity risk

The group minimises liquidity risk by tight control over cash collection and managing the cash and borrowing position against short-term and medium-term forecasts.

Energy risk

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

Employee engagement

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

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

Disabled employees

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

Business relationships

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

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

- The likely consequences of decisions in the long term

- The interests of the group's employees

- Fostering good business relationships with customers, suppliers and others

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

- The need to act fairly between members of the group

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

On behalf of the board

The directors present their annual report and financial statements for the year ended 28 December 2025.

The principal activity of the company continued to be that of a holding company, whilst the group's prinaipal activity during the period was the ownership and management of public houses and inns, and the sale of beers, wines, spirits and soft drinks primarily through its licensed property estate.

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £447,542. The directors do not recommend payment of a further dividend.

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

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

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.

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 M. A. T Davies Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 December 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 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 28 December 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

- agreement of the financial statement disclosures to underlying supporting documentation to assess compliance with those laws and regulations having an impact on the financial statements;

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

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

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

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one due to error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

Use of our report

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

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 £447,542 (2024 - £406,062 profit).

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

M. A. T Davies Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Bull Courtyard, Bell Street, Henley On Thames, Oxfordshire, United Kingdom, RG9 2BA.

The group consists of M. A. T Davies Holdings Ltd 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 the revaluation of freehold properties and to include investment properties at fair value]. The principal accounting policies adopted are set out below.

The consolidated group financial statements consist of the financial statements of the parent company M. A. T Davies Holdings Ltd together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 28 December 2025. All group companies adopt FRS102 and accounting policies are applied consistently across all members of the group.

All intra-group transactions and balances between group companies are eliminated on consolidation.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases. All of the company's subsidiaries were controlled by the parent company throughout the current and prior year, with the exception of Redesdale Holdings ltd and Redesdale Arms ltd, which were acquired in April 2025 (see note 24).

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.

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

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

Freehold licensed properties owned by the company in 2006 are carried in the accounts at a 2006 valuation, with subsequent additions at cost, less accumulated depreciation.

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

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

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

In the parent company financial statements, investments in subsidiaries are measured at cost.

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

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

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, an impairment loss is recognised immediately in profit or loss.

Stocks are stated at the lower of cost and estimated selling price less costs to sell.

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

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.

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

Financial liabilities include trade and other creditors, accruals and deferred income and bank loans. Financial liabilities classified as payable within one year are measured at transaction price. Long term financial liabilities, which are in respect of bank loans, are measured initially at fair value and subsequently at amortised cost using the effective interest method.

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

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled

or the asset is realised. Deferred tax is charged or credited in the profit and loss account. Deferred tax is not

discounted.

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

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

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

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

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 have had the most significant effect on amounts recognised in the financial statements.

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

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

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

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

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

Their aggregate remuneration comprised:

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

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

Freehold property owned by the group at 31 December 2006 is carried at a 2006 valuation, with subsequent additions carried in the accounts at cost.

The historical cost less depreciation of freehold property at 28 December 2025 is £77,739,740 (2024: £65,574,195).

A revaluation of Freehold investment properties was carried out by the directors in December 2025. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties, and with reference to a valuation carried out by Kempton Carr Croft Chartered Surveyors in the prior year. The basis of valuation is market value which is equivalent to fair value. In the directors' view the net revaluation effect for the year is not material, and hence it is not adjusted for in the period under review.

The historical cost of the investment properties at 28 December 2025 and 29 December 2024 was £7,117,386.

Bank loans are secured against freehold properties owned by W H Brakspear & Sons Limited as well as a fixed and floating charge over all assets of the group. Interest on bank loans is analysed as follows:

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

On 5 April 2025 the group acquired 100% percent of the issued capital of Redesdale Holdings Limited and its wholly owned subsidiary.

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:

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

A group company has an agreement with J T Davies & Sons Limited Directors' Pension Scheme to provide management services in respect of The Fox & Hounds, Egham, a public house owned by the Pension Scheme.

During the period the group provided accounting support services to Elkass Limited and Alebell Limited, companies in which T A T Davies, a director, is a shareholder.

The company is controlled by Mr T A T Davies.