THE LIBERATION GROUP
Annual report and unaudited financial statements
53 week period ended 31 January 2026
Registered number 09253325
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
CONTENTS
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Company Information |
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Strategic Report |
3 |
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Directors’ Report |
10 |
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Statement of Directors’ Responsibilities |
11 |
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Statement of Comprehensive Income |
12 |
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Statement of Financial Position |
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Statement of Changes in Equity |
14 |
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Notes to the Financial Statements |
15 |
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
COMPANY INFORMATION
Directors
Jonathan Lawson
Registered Office
The Liberation Group UK Limited
Havyatt Road Trading Estate
Havyatt Road
BS40 5PA
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
STRATEGIC REPORT
The directors present their Strategic Report for the 53 week period ended 31 January 2026. Within the Strategic Report and Directors’ Report the references to “Group” refer to the overall Caledonia TLG Limited group of which this Company and its subsidiaries are a part of, with commentary included which is relevant for the understanding of these financial statements in the context of the overall group. The trading performance of the combined Butcombe Group in the Channel Islands and the UK is reported in the consolidated financial statements of Caledonia TLG Limited, whilst these financial statements refer to only the UK activities of its subsidiary Butcombe Brewery Limited. The trading of the whole of the Butcombe Group is also reported in the consolidated financial statements of Caledonia TLG Bidco Limited which are prepared and filed with the UK Registrar of Companies as disclosed in note 17.
Business review
The Company was incorporated on 07 October 2014 for the purposes of acquiring Butcombe Brewery Limited and continues to act as an investment holding company.
Interest receivable on loans to group companies amounted to £Nil
(2025: £9,000 )
as the loan was fully repaid in the prior financial period. Interest payable on group loans totalled £1,221,000 (
2025: £1,306,000 ).
The loan payable to the parent entity was due for repayment in full on 8 September 2026 and has therefore been shown as due within one year, but subsequent to the balance sheet date the repayment date of the loan has been extended to 8 September 2036 with other terms remaining consistent (see note 12).
Net assets at 31 January 2026 were £15,797,000
(2025: £17,018,000 ).
The performance of Butcombe Brewery Limited is a key performance indicator in supporting the investment held. The directors of Butcombe Brewery Limited included the following summary in the accounts for the period ended 31 January 2026 dated 28 August 2026:
“The Company operates two divisions:
•
the Pubs & Inns Division which at 31 January 2026 operated 51 Managed sites (of which 36 are inns with rooms) and 17 tenanted pubs, all in England and centred around the south of the country; and
•
the Brewing and Drinks division which brews ales and lagers at Wrington, North Somerset and distributes its own brewed products and third-party products via a distribution facility at Polden near Bridgwater, Somerset to managed and tenanted pubs and free trade and on trade customers. The division also performs contract brewing and packaging for third party customers and sells directly to customers via a website and retail shop.
The underlying EBITDA of the Company grew by 31.7% compared to the prior financial period to £7,045,000 (2025: £5,350,000), with a number of significant positive trends:
•
Managed pubs achieved strong LFL growth for the third consecutive year. In the UK managed pubs LFL sales were 9.7% building on +7.5% and +8.0% in the two previous years, consistently above the NIQ/CGA Coffer Pub Restaurants benchmark in every month of the financial year with an average outperformance of 6.g%pts;
•
Managed pub sales were driven by drink sales which were up +12% on a LFL basis, building on a performance led by food sales in the prior year; and
•
The Brewing and Drinks division achieved 7% growth in sales to Free Trade customers and 11% growth in the 3rd party packaging and brewing channel;
The company continued to build momentum in revenue and profit growth during FY26 which provides a strong platform for further acceleration in the years ahead.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
STRATEGIC REPORT (continued)
Business review (continued)
Cashflow and liquidity
The Group manages its cashflows and liquidity on a groupwide basis as explained in the Going Concern disclosure in note 2. The Company’s liquidity position was helped in the current financial period by proceeds of £0.4m from the disposal of two Managed pubs which had been identified as non-core by our estates review process.
Our strategy of “investing for the future” enabled expenditure by the Company of £7.9m on maintenance and development capex in the period, including the delivery of five major development projects and five smaller sparkle projects. This level of capital investment highlights the importance which the directors have placed on developing the Company for future growth whilst simultaneously protecting liquidity.
Post balance sheet refinancing
Subsequent to year end, the group completed a substantial refinancing of its banking facility, increasing the term debt from £43.3m to £67.5m and extending the maturity date of the entire term debt from January 2027 to January 2030. The majority of the additional debt funding was used to enable the parent company to repay preference share capital, to reduce the cost of capital, and also to pay an ordinary dividend. The new facility also includes a £20m flexible Revolving Credit Facility which is available to fund growth capex, either acquisitions or developments of existing sites, over the next four years.
Trading performance
Loss before tax was £4,655,000 (52-week period ended 25 January 2025: loss of £8,373,000). The underlying EBITDA (before non-recurring costs) for the period was a profit of £7,045,000 compared to a profit of £5,350,000 for the prior period.
The management team focus on monitoring the movement in KPIs year-on-year.
Metric | 2026 | 2025 | Comments |
LFL Managed pub sales growth | +9.7% LFL pubs: 51 | +7.5% LFL pubs: 55 | Managed sites achieved a very strong LFL
performance led by Drink sales, especially given the similarly strong
comparative growth rate in the prior year. Above average contributions were
delivered by the 12 Butcombe Boutique Inns sites (+12.5%) and also by the 11
pubs (+14.5%) which highlights the strength of our food and drink offer. |
Sales mix of Managed pubs from room sales | 13.9% | 14.5% | Sales revenue from rooms achieved significant
growth of 5.6% in the UK sites but this was exceeded by even greater growth
in food and drinks during the year, thereby reducing the sales mix from room
sales. We maintain our strategy to offer good value for money in our room
offering and to encourage our overnight guests to enjoy our award-winning
food and drinks. |
OBV brewers barrels (“bbls”) of Butcombe
Brewery | 29,092 | 29,378 | Butcombe Brewery volumes were slightly down 1%
year-on-year, with a slight rebalancing towards Packaged sales (helped by 46%
growth in online sales especially of No and Low products) and away from on-
trade cask and keg volume. |
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
STRATEGIC REPORT
(continued)
Principal risks and uncertainties
The recoverability of investments held as fixed assets is dependent on the ongoing trading profitability and asset base of the Company’s principal subsidiary undertaking, Butcombe Brewery Limited. Butcombe Brewery Limited has included the following risks and opportunities in its most recent financial statements dated 28 August 2026:
Risk | Potential impact | Mitigation |
Economic climate and general consumer
confidence | ||
Demand for our offering is a largely
discretionary purchase which is sensitive to growth in the amount of
disposable income. High rates of consumer price inflation can
reduce real wages and the amount of income available for discretionary spend. Increasing interest rates can reduce disposable
income available to households as monthly mortgage payments increase. | A worsening of the economic climate resulting
in a fall in real wages or a drop in disposable income could reduce consumer
confidence and lead to lower revenue in our pubs and other channels. | Our increasing mix of sales revenue from food
and accommodation rather than drinks reduces the sensitivity to discretionary
spend. We assess the economic climate carefully during
our annual budgeting and rolling forecasting process and make decisions on
pricing and cost budgeting in light of forecasts of future consumer trends. Pubs tend to be more resilient than elements of
the economy relying on discretionary spend, given the relatively low ticket
value. In addition, we can flex our offer and purchasing systems in managed
pubs to deliver a good, better, best offer that delivers value for money for
the customer whilst also protecting our margins and avoiding discounting. |
Cost inflation | ||
Global and national events can lead to cost
pressures within cost of goods sold, labour and other overhead costs and the
costs of capital expenditure projects. | The cost of goods purchased from the EU could
increase as a result of adverse movements in the GBP/EUR exchange rate. Global supply chain issues caused by events
such as the global energy crisis or war/conflict can cause increases in input
costs which are difficult to mitigate. The supply of labour in specific roles required
in our pubs can become restricted resulting in higher wage rates or inability
to staff roles in the extreme. National Minimum Wage legislation can introduce
significant increases in labour costs in excess of general price inflation
within our managed pubs. | We partner with major suppliers and buying
groups to secure a broad-based supply of both drinks and food ingredients to
provide access to alternative products in the event of cost inflation. We hedge our exposure to fluctuations on major
input costs such as energy costs via flexible purchasing contracts enabling
fixing of costs gradually when conditions are more favourable. We have invested in sophisticated labour
management software to maintain the optimal flexibility in staffing to flex
labour cost with customer demand. We have developed an in-house recruitment
function to maximise employer branding and minimise recruitment costs. A key part of our strategy has been to leverage
the scale and buying power of the Group, whilst staying close to our local
and customer needs. In the last 12 months we have completed long-term
purchasing agreements with a number of major food and drinks suppliers for
durations ranging from five to seven years. |
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
STRATEGIC REPORT
(continued)
Principal risks and uncertainties (continued)
Risk | Potential impact | Mitigation |
Changes in consumer trends in the hospitality
sector | ||
Our revenue and profitability are dependent on
an ability to adapt to changes in consumer preferences and behaviours. | A customer offer which fails to satisfy current
consumer demand would result in a decline in customer numbers, revenue and
profits. | We develop individually tailored menus for each
pub to ensure the food offer is matched to the customer base. Our pubs are
segmented to ensure the selection of draught beers and lagers best matches
customer preferences. Our brewery has developed award winning new
beers to mitigate the trend away from cask towards keg. We continually monitor trends in the sector by
active involvement in trade bodies and analysing competitor offers. Despite the overall negative trends impacting
on the volume of activity in the sector, we continue to be relatively well
positioned from the perspective of the older demographic of our customer
base, the popularity of staycations and outdoor dining, and a focus on
experiences. |
Pandemic/disease | ||
Pandemic disease leading to government action
to enforce closures of our pubs or to restrict their trading operations. The majority of our revenue and contribution to
fixed overheads comes from our Managed and Tenanted pubs and our on-trade
sales to free trade and national customers. | During periods of enforced closure, we derive
no revenue from Managed pubs and on- trade customers. We might receive
reduced rent from tenants. After reopening, governments might impose
social distancing restrictions and limited opening hours to limit
transmission. Consumer confidence might be affected and this
could reduce demand to eat, drink and stay in our pubs and inns. | We prioritise measures to ensure the safety of
our customers and colleagues. We take actions to maximise liquidity and to
minimise the cash burn of the business. These include taking advantage of any
available government support schemes in all territories and additional grants
where available. Our diversified channels to supply end
consumers mitigates the impact as we grow sales and profits from off-trade
customers such as supermarkets and online and retail shops. |
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
STRATEGIC REPORT
(continued)
Principal risks and uncertainties (continued)
Risk | Potential impact | Mitigation |
Risk of physical damage to
operating locations | ||
Damage to our pubs, breweries or distribution
facilities by fire, flood or other hazard could disrupt activities. | Loss of revenue and profit in the short and
medium term. Loss of customer numbers and brand recognition in the longer
term. | We maintain appropriate insurance against major
risks. We perform regular insurance reinstatement valuation of all pub
properties to ensure they are fully insured. We maintain strong relationships with other
brewers which would facilitate sharing of spare capacity in the event that
we, or they, experienced an incident of physical damage. Our long-term
partnering relationships with major brewer suppliers enables switching of own
brewed beers to factored products if required in the short term to service
customers in the event of a major incident at our breweries. We have developed a business continuity plan
focusing on mitigating the impact on our groupwide activities of loss of our
four key distribution and brewing locations. |
Health and safety | ||
Food hygiene, allergens and fire safety risks
present the most common risks experienced in our business every day. | Customers could experience severe allergic
reactions or even death caused by inadequate presentation of allergen
information or allergen knowledge of our colleagues. Customers or colleagues could suffer physical
injury or death arising from poor fire safety or other health and safety
procedures. | Divisional Health and Safety committees meet
monthly and the minutes and matters arising are reviewed by a Group Health
and Safety Committee including the executive directors which meets monthly. All colleagues are required to complete
mandatory training courses on key online training modules on Health and
Safety, food safety and allergens within four weeks of joining. |
Regulatory and taxation | ||
We operate in a highly regulated sector which
is also subject to excise duty. Changes in government policy or taxation
rates in any of our three jurisdictions can impact on consumer demand or
costs within our business. | Changes in legislated minimum pricing or drink
driving laws could reduce consumer demand for our products and services. Changes in the rate of duty, sales taxes or
other tax rates could adversely impact on unit costs and consequently on
margins or consumer demand. | We closely monitor all potential legislative
developments and our directors and senior managers actively engage with
government bodies both directly and through trade associations. Our increasing mix of food and accommodation
within Group revenues reduces the exposure to alcohol related changes in
regulations and taxation. |
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
STRATEGIC REPORT (continued)
Principal risks and uncertainties (continued)
Risk | Potential impact | Mitigation |
Information Technology | ||
We are increasingly reliant on information
technology to provide our products and services to our customers. We hold personal data which is a critical
business asset but creates a risk to brand and reputation and of financial
penalties if not protected. The risk of cyber security breaches is
increasing exponentially. | An extended failure of our IT systems would
impact on our ability to trade. A failure to invest sufficiently in IT systems
could result in a loss of competitive advantage. A loss of personal data could result in
reputational damage, loss of demand or significant penalties. A cyber-attack has the potential to impact on
our Pubs or distribution channels. | Our core ERP and network systems are cloudbased
to minimise dependence on a hosted data centre. We use industry leading and sector-specific
software which allows us to implement mandatory developments and value
enhancing customer facing features quickly, efficiently and effectively. We maintain an IT disaster recovery plan which
is tested regularly. |
Credit / counterparty risk | ||
We grant credit terms with third parties and
other Group entities | A third-party customer or other Group entities
could default on its contractual obligation to settle debts as they fall due
resulting in financial impact on the Company. | We put credit limits in place with customers to
ensure that significant debts are not allowed to build up with individual
customers. We monitor outstanding debts on a customer-
by-customer basis on a weekly basis. We monitor our exposure to individual customers
to ensure that no single customer becomes a significant proportion of our
revenue base. |
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
STRATEGIC REPORT (continued)
Outlook for FY27 and beyond
Trading in Q1 has been very much in line with our expectations, with growth on LY despite some very challenging comparatives last year. The Welldiggers in Petworth, which reopened in October and is the latest Boutique Inn, has responded incredibly well to its investment, delivering 34.2% growth in the first quarter and seeing some fantastic feedback from customers. Events and occasions have continued to demonstrate their value to the managed pub division with twice the number of weddings already hosted in Q1 vs LY, and a strong pipeline of bookings for the rest of the year and into 2027. The Brewing and Drinks division has also delivered a positive start to the year with YoY sales growth in the Free Trade of 4%.
The environment that we now find ourselves in is markedly less certain than the one we envisaged as we turned into 2026, with low and declining levels of consumer confidence. But the quality of our business and our offer, combined with our amazing people, gives us confidence in our ability to deliver another year of sales and profit growth. We have been prudent and cautious in our pricing decisions so far this year to protect volumes and to deliver value for money to our customers. Looking forward there is clearly the risk of rising inflation, which could impact across our business and supply chains, and we will monitor this carefully as the year progresses. Our success to date has been based upon taking decisions for the long-term benefit of the business, with the support of Caledonia and we will continue to do so going forward.
Section 172 Companies Act 2006 Statement
The directors of the Company work in conjunction with the Board of directors of the parent company of the Group, Caledonia TLG Limited (“CTLG”), and other subsidiary companies to ensure that all colleagues work together in good faith to promote the success of the Company and the Group for the benefit of the shareholders as a whole. In discharging our Section 172 duty we have done so through our agreed strategy for the benefit of the members of the Parent company, having regard to the stakeholders and matters set out in the Section 172 of the Act in the decisions taken during the period.
In doing so Section 172 requires a company to have regard to:
i)
The likely consequences of any decisions in the long term
ii)
The interests of the Company’s employees
iii)
The need to foster the Company’s business relationships with suppliers, customers and others
iv)
The impact of the Company’s operations on the community and environment
v)
The desire of the Company to maintain a reputation for high standards of business conduct
vi)
The need to act fairly between members of the Company
The Group’s approach to these six areas is considered in the annual report of Caledonia TLG Bidco Limited filed alongside this annual report.
Approved by the board on 28 August 2026 and signed on its behalf by:
Simon Hope
Director
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
DIRECTORS’ REPORT
The directors present their annual report and unaudited financial statements for the period ended 31 January 2026.
Directors
Jonathan Lawson
Simon Hope
Employment of disabled persons
The Company’s policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retaining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.
Employee involvement
The Company’s policy is to consult and discuss with employees, at meetings, matters likely to affect employees’ interests.
Dividends
Political contributions
The Company made no political donations during the period
(2025: £nil).
Directors’ indemnity insurance
Certain directors benefited from qualifying third party indemnity provisions in place during the financial period and at the date of this report.
Other information
An indication of likely future developments in the business and particulars of significant events which have occurred since the end of the financial period have been included in the Strategic Report from page 3.
Greenhouse gas emissions, energy consumption and energy efficient action
As a subsidiary company within the Caledonia TLG Bidco Limited group, the company has taken the disclosure exemption in relation to Streamlined Energy and Carbon Reporting (“SECR”) where disclosure is made within a parent company’s consolidated accounts. These SECR disclosures can be seen in the annual report of Caledonia TLG Bidco Limited which are filed with these accounts.
Audit exemption
The directors obtained the consent of the member of the company, on the basis of the guarantee statement entered into by parent company Caledonia TLG Bidco Limited in accordance with section 479C of the Companies Act 2006 in respect of the obligations of the company as at 31 January 2026, to adopt the exemption from audit in accordance with section 479A of the Companies Act 2006 for the 53 week period ended 31 January 2026.
The annual report of Caledonia TLG Bidco Limited is filed alongside this report.
By order of the board
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Havyatt Road |
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Bristol |
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Simon Hope |
BS40 5PA |
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Director |
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28 August 2026 |
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THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS
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 they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102
The Financial Reporting Standard applicable in the UK and Republic of Ireland.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:
•
select suitable accounting policies and then apply them consistently;
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make judgements and estimates that are reasonable and prudent;
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state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
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assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
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use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Statement of Comprehensive Income
for the 53 week period ended 31 January 2026
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Note |
53 week period |
52 week period |
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ended |
ended |
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31 January |
25 January |
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2026 |
2025 |
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£000 |
£000 |
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Interest receivable |
6 |
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Interest payable and similar charges |
7 |
( |
( |
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Loss before taxation |
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( |
( |
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Tax charge on loss |
8 |
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( |
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Loss for the period |
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( |
( |
The notes on pages 15 to 24 form an integral part of these financial statements.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Statement of Financial Position
at 31 January 2026
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Note |
2026 |
2025 |
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£000 |
£000 |
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Fixed assets |
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Investments |
9 |
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Current assets |
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Debtors (including £ (2025: £ due after more than one year) |
10 |
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Cash at bank and in hand |
11 |
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Creditors: amounts falling due within one year |
12 |
( |
( |
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Net current liabilities |
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( |
( |
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Total assets less current liabilities |
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Creditors: amounts falling due after more than one year |
13 |
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( |
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Net assets |
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Capital and reserves |
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Called up share capital |
14 |
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Profit and loss account |
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( |
( |
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Shareholders’ funds |
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For the financial period ending 31 January 2026 the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A – small entities.
The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These financial statements were approved by the board of directors on 28 August 2026 and were signed on its behalf by:
Simon Hope
Director
Company registered number: 09253325
The notes on pages 15 to 24 form an integral part of these financial statements.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Statement of Changes in Equity
for the 53 week period ended 31 January 2026
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Called up |
Profit and |
Total |
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Share Capital |
Loss |
Equity |
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£000 |
£000 |
£000 |
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Balance at 25 January 2025 |
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( |
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Loss for the period |
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( |
( |
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Balance at 31 January 2026 |
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( |
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Called up |
Profit and |
Total |
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Share Capital |
Loss |
Equity |
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£000 |
£000 |
£000 |
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Balance at |
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( |
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Loss for the period |
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( |
( |
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Balance at |
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( |
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The notes on pages 15 to 24 form an integral part of these financial statements.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Notes to the Financial Statements
1
Reporting entity
The Liberation Group UK Limited (the "Company"), a private company limited by shares, is registered in England, registration number 09253325. The Company is governed by the provision of the Companies Act 2006. The principal activity of the Company is investment holding . The registered office of the Company is Havyatt Road Trading Estate, Havyatt Road, Wrington, Bristol, BS40 5PA.
2
Basis of accounting
The company is exempt from the requirements to prepare and deliver consolidated financial statements by virtue of section 400(2) of the Companies Act 2006 as the company is included in the consolidated accounts of Caledonia TLG Bidco Limited. Copies of the accounts of Caledonia TLG Bidco Limited are available from the registered office Cox's Green, Havyatt Road, Wrington, Bristol, England, BS40 5PA and are filed at Companies House alongside this annual report.
In these financial statements, the company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:
•
•
•
Going concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The principal activity of the company is to act as a holding company within the group headed by Caledonia TLG Limited, an intermediate parent company. The company meets its day to day working capital requirements from intercompany loan and trading balances within the group headed by Caledonia TLG Bidco Limited.
The directors have performed a going concern assessment which indicates that, taking account of reasonably possible downsides, the company will have sufficient funds, through funding from an intermediate parent company, Caledonia TLG Bidco Limited, to meet its liabilities as they fall due during the going concern assessment period.
This assessment is dependent on Caledonia TLG Bidco Limited not seeking repayment of the amounts currently due to the group, which at 31 January 2026 amounted to £22,733,000, and providing additional financial support during the going concern assessment period. Caledonia TLG Bidco Limited has indicated its intention to continue to make available such funds as are needed by the company, and that it does not intend to seek repayment of the amounts due at the balance sheet date, during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
The company is also a guarantor on the financing facilities of Caledonia TLG Bidco Limited, an intermediate parent. These facilities have covenants attached to them which are based upon the consolidated figures of the wider group.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Notes to the Financial Statements (continued)
2
Basis of accounting (continued)
Going concern (continued)
The Group directors have prepared cash flow forecasts in order to assess going concern which indicate that, taking account of reasonably possible downsides, the Group will have sufficient funds to meet its liabilities as they fall due and remain compliant with all covenants for that period.
The directors of the company have assessed the conclusions reached by the Group directors and agree with their conclusions.
Basis of measurement
The financial statements are prepared on the historical cost basis.
Accounting date
The financial statements are made up for the 53 week period ended 31 January 2026 with comparative figures for the 52 week period ended 25 January 2025.
3
Significant accounting policies
The Company has consistently applied the following accounting policies consistently to all periods presented in these financial statements.
Financial instruments
The Company has adopted Section 11 and 12 of FRS102 in relation to financial instruments.
Basic financial instruments
Basic financial instruments include cash, debtors, creditors, loans and borrowings.
Recognition and measurement
Basic financial instruments are recognised initially at transaction price less attributable transaction costs.
Interest bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest.
Subsequent to initial recognition basic financial instruments are measured at amortised cost using the effective interest method, less any impairment losses in the case of financial assets.
Amortised cost
The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment.
All of the Company’s financial instruments are held at amortised cost.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Notes to the Financial Statements (continued)
3
Significant accounting policies (continued)
Financial instruments (continued)
Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset. The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.
All expenses are accounted for on an accruals basis.
Interest
Interest income and expense are recognised on an accruals basis, using the effective interest method.
Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods.
Recognised deferred tax assets are measured at the tax rates enacted or substantively enacted at the period end and represent those amounts that are probable of realisation taking into account management’s estimates of future taxable profit. In determining estimates of future taxable profit against which the deductible amounts can be utilised, the directors have considered the existence of taxable timing differences that will reverse in the same period that deductible amounts will reverse. Amounts recognised have been booked on the basis that group relief will be paid for across the group. Deferred tax balances are not discounted.
Provisions for liabilities
A provision for liabilities is recognised when the Company has a legal or constructive obligation as a result of a past event that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.
Fixed asset investments
Fixed asset investments are stated at historical cost less provision for any diminution in value.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Notes to the Financial Statements (continued)
3
Significant accounting policies (continued)
Impairment excluding stocks and deferred tax assets
Financial assets (including trade and other debtors)
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Non-financial assets
The carrying amounts of the Company’s non-financial assets, other than stocks and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. 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 the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing is allocated to cash-generating units, or (“CGU”) that are expected to benefit from the synergies of the combination. For the purpose of goodwill impairment testing, if goodwill cannot be allocated to individual CGUs or groups of CGUs on a non- arbitrary basis, the impairment of goodwill is determined using the recoverable amount of the acquired entity in its entirety, or if it has been integrated then the entire entity into which it has been integrated.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.
An impairment loss is reversed if and only if the reasons for the impairment have ceased to apply.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Related parties
The Company discloses transactions with related parties which are not wholly owned within the Company. It does not disclose transactions with members of the Company that are wholly owned.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Notes to the Financial Statements (continued)
4
Use of judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities at the balance sheet date and income and expenses during the period. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities:
(a) The recoverability of the investment in the subsidiary undertaking, Butcombe Brewing Company Limited and its principal subsidiary Butcombe Brewery Limited, and recoverability of amounts due from group undertakings has been considered in light of the underlying profitability, asset base and valuation potential of the Company’s subsidiary undertakings as a whole, operating as a pub and brewing business.
During the period, management identified indicators for impairment for the subsidiary. Accordingly, management estimated the recoverable amount by estimating both Value In Use and Fair Value Less Costs To Sell. The recoverable amount was estimated based on the Fair Value Less Costs To Sell, which took into account externally verifiable benchmarks including:
-
Multiples paid in recent acquisitions of publicly quoted peer companies applied to the group’s historic Group EBITDA;
-
The Enterprise Value at which the group’s majority shareholder values its investment in the group’s parent company Caledonia TLG Limited: and
-
The group’s recent valuation of the pub estate by CBRE.
The estimated recoverable amount was calculated to be higher than the carrying amount and consequently no adjustment in the carrying value has been recorded in the current period.
The assumptions used within the impairment calculation are very sensitive to the figures used, especially the discount rate and the EBITDA growth rate after five years in the Value In Use calculation and the implied EBITDA multiple in the assessment of Fair Value Less Costs To Sell.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Notes to the Financial Statements (continued)
5
Directors’ remuneration
The remuneration received by the directors for their services rendered to the company totalled £1,000
(2025: £1,000 )
and was borne by another entity within the Group. No amounts have been cross charged in relation to these emoluments.
6
Interest receivable
|
|
Period ended |
Period ended |
|
|
31 January |
25 January |
|
|
2026 |
2025 |
|
|
|
|
|
|
|
|
|
Interest received on loan to group undertaking |
|
|
|
|
|
|
|
|
|
|
7
Interest payable and similar charges
|
|
Period ended |
Period ended |
|
|
31 January |
25 January |
|
|
2026 |
2025 |
|
|
£000 |
£000 |
|
|
|
|
|
On loans from Group undertaking |
|
|
|
|
|
|
8
Taxation
Total tax expense recognised in the profit and loss account.
|
|
Period ended |
Period ended |
|
|
31 January |
25 January |
|
|
2026 |
2025 |
|
|
£000 |
£000 |
|
Current tax |
|
|
|
Corporation tax |
|
|
|
|
|
|
|
Total current tax |
|
|
|
|
|
|
|
Deferred tax |
|
|
|
Origination and reversal of timing differences |
|
|
|
Recognition of previously unrecognised timing differences and losses |
|
|
|
carried forward |
|
|
|
Total deferred tax |
|
|
|
Tax charge on loss |
|
|
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Notes to the Financial Statements (continued)
8
Taxation (continued)
Reconciliation of effective tax rate
The tax credit for the period is lower than
(2025: lower than)
the standard rate of corporation tax in the UK.
|
|
Period ended |
Period ended |
|
|
31 January |
25 January |
|
|
2026 |
2025 |
|
|
£000 |
£000 |
|
|
|
|
|
(Loss) after tax |
( |
( |
|
Taxation |
|
|
|
Loss before taxation |
( |
( |
|
|
|
|
|
Corporation tax at standard rate of 2025: |
( |
( |
|
Deferred tax not recognised |
|
|
|
Recognition of previously unrecognised timing differences and |
|
|
|
losses carried forward |
|
|
|
Group loss relief to subsidiaries not reimbursed |
|
|
|
Reimbursement for losses transferred to parent undertaking |
|
|
|
Total tax charge / (credit) |
|
|
2025: -2.1%).
Deferred tax liabilities arise because of timing differences and tax losses. The Company has total carried forward tax losses of £931,000
(2025: £931,000 )
of which £292,000
(2025: £292,000)
are recognised and £639,000
(2025: £639,000)
9
Investments held as fixed
|
assets |
2026 |
2025 |
|
Cost and net book value |
£000 |
£000 |
|
|
|
|
|
Shares in group undertakings and participating interests |
|
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of shares capital are as follows:
|
Subsidiary undertakings |
Country of incorporation |
Holding |
Proportion of voting rights and shares held |
Principal activity |
|
|
|
|
|
|
|
|
UK |
|
|
|
|
|
UK |
|
|
Brewing and operation of pubs |
|
|
UK |
|
|
|
|
|
UK |
|
|
|
|
|
UK |
|
|
|
|
|
UK |
|
|
|
|
|
UK |
|
|
|
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Notes to the Financial Statements (continued)
9
Investments held as fixed assets (continued)
(*) Subsidiary held indirectly.
The registered office of all the subsidiary undertakings is Cox’s Green, Wrington, Bristol BS40 5PA.
10
Debtors
|
|
2026 |
2025 |
|
|
£000 |
£000 |
|
Amounts owed by group undertakings |
|
|
|
Caledonia TLG Bidco Limited |
|
|
|
Deferred tax asset (note 15) |
|
|
|
|
|
|
The amount due from Caledonia TLG Bidco Limited is repayable on demand, however, it is not expected to be recovered within one year.
The deferred tax asset recognised on tax losses is expected to be utilised over a number of years with £205,000 (2025: £274,000) expected to be utilised after more than one year.
11
Cash and cash equivalents
|
|
2026 |
2025 |
|
|
£000 |
£000 |
|
|
|
|
|
Cash at hand and at bank |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
12
Creditors: amounts falling due within one year
|
|
2026 |
2025 |
|
|
£000 |
£000 |
|
|
|
|
|
Loan from parent undertaking |
|
|
|
Amounts owed to parent undertaking |
|
|
|
|
|
|
|
|
|
|
The loan from parent undertaking Caledonia TLG Bidco Limited at the balance sheet was repayable in full on 8 September 2026 and bore interest at SONIA plus the relevant Credit Adjustment Spread + 3% per annum. Subsequent to the balance sheet date, on 28 August 2026, the loan was extended to be fully repayable on 8 September 2036 with other terms remaining consistent.
The amounts owed to the parent undertaking are repayable on demand and are non-interest bearing.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Notes to the Financial Statements (continued)
13
Creditors: amounts falling due after more than one year
|
|
2026 |
2025 |
|
|
£000 |
£000 |
|
|
|
|
|
Loan from Group undertaking (see note 12) |
|
|
|
|
|
|
|
|
|
|
14
Share capital
|
|
2026 |
2026 |
2025 |
2025 |
|
|
No. |
£000 |
No. |
£000 |
|
Allotted, called up and fully paid shares |
|
|
|
|
|
|
|
|
|
|
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
15
Deferred Tax Asset
|
|
£000 |
|
|
|
|
As at 25 January 2025 |
|
|
Charged to the Statement of Comprehensive Income |
|
|
|
|
|
As at 31 January 2026 |
|
Analysis of deferred tax asset
|
|
2026 |
2025 |
|
|
£000 |
£000 |
|
|
|
|
|
Tax losses |
|
|
|
|
|
|
Analysis of deferred tax asset
16
Related party transactions
The company has taken advantage of the exemption from disclosing transactions with wholly owned subsidiaries. Balances held at period end with group undertakings are shown in notes 10,12 and 13.
THE LIBERATION GROUP UK LIMITED
Annual Report and Financial Statements
53 week period ended 31 January 2026
Notes to the Financial Statements (continued)
17
Ultimate controlling party
The company is owned by The Liberation Group Limited , a company incorporated in Jersey.
The ultimate controlling party is Caledonia Investments Plc , a company incorporated in England and Wales. Copies of the accounts of Caledonia Investments Plc are available at the Registered Office, Cayzer House, 30 Buckingham Gate, London, SW1E 6NN.
The largest group in which the results of the group are consolidated is that headed by Caledonia TLG Limited , incorporated in Jersey.
The smallest group in which the results of the group are consolidated is that headed by Caledonia TLG Bidco Limited , incorporated in the UK. The accounts of Caledonia TLG Bidco Limited are filed with the Registrar of Companies by Caledonia TLG Bidco Limited in accordance with Section 400(2)(e) of the Companies Act 2006.