Heavitree Brewery PlcLSE: HVT

2025 Annual Report

· Issued by Heavitree Brewery Plc

Registered No 00030800

The Heavitree Brewery PLC Financial Statements

31 October 2025

Annual report and financial statements Table of contents

Page

Directors and other information 2

Notice of Annual General Meeting 3

Strategic Report

: Chairman's Statement 6

: Strategic Review 8

: S172 Statement 12

Directors' Report 15

:Corporate Governance 17

Statement of Directors' Responsibilities in Respect of the Financial Statements 21

Independent Auditor's Report 22

Income Statement 29

Statement of Comprehensive Income 30

Balance Sheet 31

Statement of Changes in Equity 34

Statement of Cashflows 35

Notes to the Financial Statements 36

Directors and other information Directors

N H P Tucker Chairman

T Wheatley Managing G J Crocker

N J McLean Finance T P Duncan*

K Pease-Watkin* C J Bush*

*Non-executive

Secretary and registered office

N J McLean

The Heavitree Brewery PLC Trood Lane

Matford

Exeter EX2 8YP

Bankers

Barclays Bank PLC National Westminster Bank PLC

4thFloor 59 High Street

Bridgewater House Exeter

Counterslip Devon

Finzels Reach EX4 3DL

Bristol BS1 6BX

Solicitors

WBW Solicitors Trowers & Hamlins

3rdFloor 3 Bunhill Row

The Forum London

Barnfield Road EC1Y 8YZ

Exeter EX1 1QR

Nominated advisor and broker

Shore Capital and Corporate Limited Shore Capital Stockbrokers Limited Cassini House Cassini House

57 St James's Street 57 St James's Street

London London

SW1A 1LD SW1A 1LD

Auditor Tax Advisors

PKF Francis Clark Bishop Fleming

Centenary House Stratus House

Peninsula Park Emperor Way

Rydon Lane Exeter Business Park

Exeter Exeter

EX2 7XE EX1 3QS

Registrars

Computershare Investor Services PLC The Pavilions Bridgewater Road Bristol BS13 8AE

Shareholders' dedicated telephone number: 0370 707 1063

Notice of annual general meeting

NOTICE IS HEREBY GIVEN that the One Hundred and Thirty Sixth Annual General Meeting of The Heavitree Brewery PLC will be held at the Company's offices, Trood Lane, Matford, Exeter on 15 April 2026 at 11.30am to transact the following business:

Ordinary business
  1. To receive and, if thought fit, adopt the financial statements of the Company for the year ended 31 October 2025 and the strategic report and the report of the Directors thereon.

  2. To declare final dividends on the Ordinary Shares and the 'A limited Voting Ordinary Shares.

  3. To re-elect N H P Tucker as a Director of the Company.

  4. To re-elect K S Pease Watkin as a Director of the Company.

  5. To re-elect G J Crocker as a Director of the Company.

  6. To re-appoint PKF Francis Clark as auditor of the Company for the period prescribed in section 489 of the Companies Act 2006.

  7. To authorise the Directors to determine the remuneration of the auditor.

    Special business

    To consider and, if thought fit, pass the following Resolution as a Special Resolution.

  8. THAT the Company be hereby authorised to purchase up to an aggregate of 276,704 Ordinary Shares of 5p each and/or 477,371 'A' Limited Voting Ordinary Shares of 5p each in the capital of the Company at a price (exclusive of expenses) which is:

    1. not more than £15 nor less than 5p per share; and

    2. not more than 5% above the arithmetical average of business transacted (as derived from the Daily Official List of The London Stock Exchange) for the ten business days next preceding any such purchase;

      AND THAT the authority conferred by this resolution shall expire on the date of the Company's Annual General Meeting in 2027 (except in relation to the purchase of shares the contract for which was concluded before such date and might be executed wholly or partly after such date).

  9. THAT the authority conferred upon the Directors by Article 3.3 of the Company's Articles of Association (authority to allot, and to make offers or agreements to allot, relevant securities) be hereby extended for the five-year period ending on the date of the Company's Annual General Meeting in 2031 (or, if earlier, on 15 April 2031): AND THAT such authority shall for that period relate to relevant securities up to an aggregate nominal amount of £83,786.

    Notice of annual general meeting
  10. THAT the power conferred upon the directors by Article 3.4 of the Company's Articles of Association (power to allot, or make offers or agreements to allot, equity securities as if Section 561 of the Companies Act 2006 did not apply to any such allotment) be hereby renewed for the five-year period ending on the date of the Company's Annual General Meeting in 2031 (or, if earlier, on 15 April 2031): PROVIDED THAT the aggregate nominal amount of equity securities allotted or agreed to be allotted wholly for cash during such period (otherwise than in connection with a rights issue) shall not exceed £12,568.

By Order of the Board

N J MCLEAN

Secretary

05 March 2026

Trood Lane Matford Exeter

EX2 8YP

Notice of annual general meeting

Notes:

  1. Any member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company.

  2. Only holders of Ordinary Shares and 'A' Limited Voting Ordinary Shares are entitled to attend and vote at the meeting. On a poll the Ordinary Shares carry one vote for every £1 in nominal amount and the 'A' Limited Voting Ordinary Shares carry one vote for every £10 in nominal amount.

  3. The Directors' service contracts will be available for inspection at the registered office of the Company during normal business hours on any weekday, and at the place of the Annual General Meeting for fifteen minutes prior to, and during, the meeting.

  4. The dividend, if approved, will be paid on 24 April 2026 to shareholders on the register on 13 March 2026.

Strategic report Chairman's statement

There is an element of repetition in my year-end and interim statements over recent years as I have warned of the many challenges facing pubs and our sector as a whole. Although this Company has once again ridden the storm and returned a satisfactory set of results for the period, none of the much-reported pressures being felt by our tenants and leaseholders operating our pubs have gone away. In fact, the list has been added to following the November Budget. The resilience shown by our landlords and landladies, and their staff, to encourage trade and remain busy is commendable and I have been genuinely pleased by the levels of trade shown on my recent visits to some of our houses. However, the Board is under no illusions as to how much profit margins are being squeezed from many directions and how, in turn, our operators are putting in long and exhaustive hours themselves to mitigate the cost of doing business.

Turnover has increased in the year by 1.7% to £7,628,000 (2024: £7,498,000). Operating profit has decreased slightly by 3.3% to £1,377,000 (2024: £1,424,000). This is due to an increase in payroll costs during the transition period following Terry Wheatley's appointment as Managing Director and Nicky McLean's appointment as Finance Director in February 2025 going hand in hand with Graham Crocker stepping back from both these roles but continuing as a full-time executive until April 2026, all as detailed in last year's statement. Our programme of repairs this year has resulted in a reduced spend of £801,000 compared with the previous year (2024: £890,000).

Dividend

The Board recommends an unchanged final dividend of 3.85p (2024: 3.85p) for the year ended 31 October 2025 per Ordinary and "A" Ordinary Limited Voting Share to those shareholders on the register on 13th March 2026. This final dividend is cautious for the reasons explained above but when added to the increased dividend paid at the half-year, represents an increase for the year of 8.1% which, subject to shareholder approval at the Annual General Meeting to be held on 15th April 2026, will be paid on 24th April 2026.

Property

A cash settlement has been received from insurers for the Jolly Sailor in East Ogwell which was destroyed by fire in 2020. Planning permission for the site has been approved and the Company continues to liaise with representatives of the Parish Council to establish the best way to proceed and I look forward to reporting further at the half-year.

A fire damaged the stores and beer cellar at The Cleave in Lustleigh in October. The installation of a temporary cellar unit has meant that there has not been an interruption to trading and our team is in conversation with insurers and the National Park Conservation Officer to ensure a rebuild can be carried out as soon as possible. The Board is most grateful for the prompt action of both staff at the pub and the Fire Service who undoubtedly prevented the fire extending to the main body of the building.

Combined fixed assets sales, mainly comprising of the sale of the Locomotive Inn in Exeter which I reported on at the half-year, has resulted in a profit of £1,056,000. Consideration of the carrying value at the old Heavitree Arms in Exmouth has resulted in an impairment of £200,000.

Five changes of tenancy and a lease assignment have completed during the year under review. The Board wishes all these operators every success with their new ventures. At the time of writing, we have just two tenancies available with interest being shown by potential new tenants at both sites.

Strategic report Chairman's statement (continued)

Pension Scheme

As I reported at the half-year, the wind-up process of the Company's final salary pension scheme continues to move towards completion but frustratingly slowly. The delay has been caused by the pace of work of the insurance companies who are charged with transferring annuities into individual member's own names. Further frustration has been caused as the delay has resulted in the necessity to produce a full set of accounts for the scheme and with them, of course, comes the associated cost. I know I have reported the same before, but we really are very close to the finish line.

Personnel

Michael Jordan retired in January from his role as Contracts' Manager of our building maintenance department having joined the Company in 2005. Mike has combined his skills, dedication and leadership whilst fulfilling his role and has always been immensely popular both at Head Office and throughout the estate. He leaves after a year of expertly controlled spending for the department and our pubs looking their best. I am sure all shareholders would like to join the Board in thanking Mike and wishing him an extremely happy retirement.

Mike's retirement means the Board would like to extend the warmest of welcomes to Jason Hartnell who has joined the Company to lead the department. I would also like to thank both Mike and Jason for achieving such a smooth transition in this part of our business.

Prospects

A customer might walk into a well-frequented local and enjoy a wonderful experience, and perhaps reflect afterwards that the pub was as good and busy as ever, so what are they worrying about? The concerns are for the multi-pronged attack on their business: there is an RPI indexed alcohol duty increase coming soon, there are pressures from energy and food costs and increased employer's national insurance, and also new legislation connected to worker's rights and an increase in the minimum wage. Perhaps top of the list was the threat of an increase in business rates which was thinly disguised as a reduction when it was announced in the November budget. The resulting uproar afterwards followed by intense lobbying from trade bodies resulted in the announcement of a climbdown. We then had many weeks of speculation as to what the Treasury was going to announce next as it tried to make amends. The uncertainty alone was most unhelpful.

N H P TUCKER

Chairman

19 February 2026

Strategic report Strategic review

Business model

The Company's business is the running and development of a Leased and Tenanted Estate in the South West of England. The Company currently operates 59 Leased and Tenanted public houses. The Company continually maintains and evaluates the Estate with the intention of maximising the full potential of its public houses, this includes development for alternative use where appropriate. The focus is always on attracting and retaining Tenants for the Estate to maintain the quality of the portfolio. As the Company operates a Tenanted Estate these are our customers and the main focus of our business. To understand more about our customers and how we interact with them see S172 statement section on page 12.

Business review

During this financial year our industry has continued to face many economic headwinds, the impact of the rise in employers NI costs can be seen across the hospitality sector with many of our Tenants having to balance a need to increase prices with attracting customers into their premises. The industry continues to face uncertainty with the latest budget from the Government phasing out the last of the Business Rate discounts over three years and being replaced with the transitional relief system which comes into effect from April 2026. This will see an increase in business rates for the majority of our Tenanted Estate. The industry governing bodies continue to lobby the Government for an improved reduction in the business rate multiplier. Despite these pressures the Company has returned another good performance with our Tenants continuing to work hard to attract and retain their loyal customer base.

Turnover has increased in the year by 1.7% to £7,628,000 (2024: £7,498,000). Investing in the Estate continues to be a priority for the Directors, this is of paramount importance with all the factors which have faced the industry within this year and will continue to do so in the coming year. This enables the business to attract and retain the best Tenants, and for the Tenants to attract customers at the most difficult of times. The programme of repairs this year has resulted in a spend in the year of £801,000 (2024: £890,000).

While repairs cost in the year have been controlled, the operating profit has decreased slightly in the year by 3.3% to £1,377,000 (2024: £1,424,000), this is due to increased payroll costs due to the changes made in the year within the Board of Directors. The Board has continued with its programme of selling certain assets; two properties have been sold in the year resulting in a profit of £1,056,000 (2024: £308,000 one property sold). (for more information, please see S172 statement on page 12).

The Company has continued to focus on the retention of its current Tenants and attracting new operators for any vacancies which occur across the Estate. Within any financial year there are always Tenant changes. Again, this year we are pleased to say we have had minimal vacancies and currently only have Two vacancy's Our trade team have, as always, worked hard to attract new Tenants and work closely with existing ones, this has resulted in several renewals of tenancy agreements across the Estate.

We have been able to offer promotions during difficult winter months to the Tenants, including winter bounce back offers and vouchers for meal prizes for their customers, this is a cost budgeted for through our head office promotions allowance each year. Economic factors continue to affect the Estate. As stated above Tenants have had to balance rising costs and staff retention issues without increasing prices so much that customers become scarce. This continues to be a balancing act but one where our Tenants manage it effectively with the support of our management team.

We have looked at the offer we provide to Tenants and believe we have continued to have one of the most competitive Tenancy Agreements within the market as our Tenants have the opportunity to only be tied for draught beer products, and free of tie options with continued support from our tenanted operations managers and Managing Director.

Strategic report Strategic review (continued)

The combined effect of fixed asset sales realised a profit of £1,056,000 (2024: £308,000) and the annual property review which has been carried out this year has led to an impairment of £200,000 on one of our public houses (2024: nil). The assets which were sold in in the year form part of the schedule for disposal within the business plan already agreed by the Board.

In this year, the Company has sold two of the non-core assets in its programme of disposals. Over the last few years, the Company has sold various properties and parcels of land identified within its assets for sale, with the schedule being reviewed each year. We have no properties currently being marketed, the Board over the next twelve months will be looking at the whole estate and re-evaluating its programme of sales. At the beginning of this financial year a new 5 year banking facility was agreed. This included changes to our covenant testing, and we are pleased to say that we are within our Debt service covenant and our leverage covenant (gross borrowings: EBITDA) parameters for the financial year. (See going concern section on page 10 for further details). Within this year net debt has decreased by £2,303,000 (2024: Decrease £194,000).

The Company's net assets have increased in the financial year by £2,215,000 to £19,750,000.

Key performance indicators

The Directors measure the development, performance, and position of the Company's business by reference to a number of factors including the following:

Operating profit before tax

This is the operating profit before tax adjusted to remove non trading transactions such as property sales. This provides useful insight into the Company's activities before allowing for finance costs.

Company operating profit before taxation of £1,377,000 (2024: operating profit before taxation of

£1,424,000).

Interest cover

This is the Company's operating profit before tax, as detailed above, divided by the net finance costs. This is a useful tool in determining whether the Company can maintain its current level of debt and its capacity to increase that level. This year's interest cover is 14.97 (2024: 8.28).

Net debt

The Company is following a longer-term strategy of paying down debt. The debt in the year has decreased by £749,000 (2024: Decrease £194,000).

Dividends and dividend policy

When determining the level of dividend each year, the Board considers the ability of the Company to generate cash, the level of distributable reserves and the level of reserves required to invest in the business to ensure the policy can continue on a long-term basis. An interim dividend was paid of 2.75p and a final dividend 3.85p has been recommended. Please see Chairman's Statement on page 6 for details.

Strategic report Strategic review (continued)

Going Concern

The Directors continue to closely monitor the Company's financial resources. This included a continual review of the medium-term financial plan, along with sensitised cash flow forecasts for 12 months from the date of approval of these financial statements.

With another Government budget bringing difficulties for the industry in the coming year, the level of business rates which the pubs will have to pay with the allowance of business rates being phased out being the major concern, another rise in minimum wage, this year's increase in costs from National Insurance (NI) and continued increases in food inflation, will undoubtedly bring about more difficulties in an already stretched sector. We will have to wait and see if any of the pressure coming from the sector will result in any changes to proposed business rates from April 2026. These factors have the potential to lead to more tenant vacancies which would have a knock on impact on the Company's rental and wet sales income. With this in mind a sensible and prudent approach when forecasting wet sales revenue and rental revenue for the coming year is included within the forecast for the period to April 2027. These forecasts leave the Company with minimum headroom of over £2.5m on an overdraft facility of £3m. The Board will continue to review cashflows as part of its ongoing strategy.

The Board took the decision a few years ago to accelerate the paying down of its £4.5m term loan by the selling of non-core assets to secure its current position and the long-term trading position of the Company. There are no forecasted capital sales in the coming year as the Board has looked at the estate and the current level of borrowing. The process of disposal and assets being identified will be evaluated again over the next twelve months. This year the Company has sold two (2024:one) of the non-core assets resulting in profits of £1,056,000 being realised from these and other minor asset sales, leaving the balance of the Term Loan at 31 October 2025 of £1,524,000.

The Board has negotiated a cash settlement on the Insurance cover for the fire at the Jolly Sailor Inn, this has resulted in a cash sum into the business of £877,000, this has been invested in a deposit account, so that a decision can be made on the re-building or sale of the land with planning permission.

The Board continues to liaise with the bank on a regular basis for trading updates. The Board negotiated a new 5 year banking facility including the Term Loan and the £3m overdraft facility at the beginning of this financial year. The overdraft facility terms remain the same with no increase on interest rate over the base rate. A small reduction in interest rate on the Term Loan over bank of England base rate has been achieved with an adjustment in the debt service covenant which is now an EBITDA calculation only. The forecasts indicate that the Company will be able to operate within its new covenants and facilities.

The Directors are satisfied that the Company's forecasts and projections have included the anticipated cost increases which may impact the Estate. This has been reflected in the budgets with a decrease percentage 3.5% built in on wet revenue and 3% on rental revenue. The current trading performance of the Company also shows that it will be able to operate within the level of its facilities and covenant testing for the 12 months from the date of these financial statements. With the support from the bank there are no material uncertainties in relation to going concern. For this reason, the Company continues to adopt the going concern basis in preparing its financial statements.

Strategic report Strategic report (continued)

Principal risks and uncertainties

The Company is exposed to a variety of financial, operational, economic, and regulatory risks and uncertainties. The Company has risk management processes in place which are designed to identify and evaluate these risks and uncertainties based on the probability of them occurring and the impact they may have on the business. The Board has overall responsibility for ensuring that there is a robust assessment of the principal risks facing the Company and they are aware that these risks and uncertainties may, either singularly or, collectively, affect the Company's revenue. Some risks may not be known at present or may be currently immaterial but could develop into material risks in the future. The risk management processes are therefore designed to manage the risks which may have a material impact on our ability to meet our corporate objectives, rather than fully obviate all risks.

Operations

We rely on a number of key suppliers to provide our Tenanted Estate with tied products. Supply disruption could affect customer satisfaction, leading to a reduction in our revenue. The contracts for our wet trade are sourced from a number of suppliers and formal contracts are in place. The products and variety across the Estate for our Tenants to choose from are regularly evaluated with our suppliers to enable us able to give the best choice to our Tenants across the Estate in order to maximise revenue from this income stream.

As a Tenanted Pub Operation Estate, we rely on attracting and retaining the best Tenants for our pubs in order to maximise the potential of each of our pubs. Not attracting the right Tenants has a direct impact on the running of the relevant pub and reduces the revenue received and in turn may reduce profits. In order to minimise the risk, the Trade Director works closely with the Tenanted Operation Managers and carefully monitors the candidates who come forward for our Tenanted vacancies.

Fluctuations in market values of property

The UK property market continues to fluctuate. Any variations in valuations due to market conditions could reduce the value of the Company's property portfolio over time. These economic factors could also lead to a reduction in the value realised by the Company on the disposal of pubs and have an impact on the amount of property held as security for the loan facility. However, in accordance with International Financial Reporting standards the Company's properties are held at cost not valuation on the balance sheet which reduces the susceptibility of the financial statements to market fluctuations, within this year there has been an impairment of £200,000.

Strategic report Strategic report (continued)

Principal risks and uncertainties (continued)

General economic conditions

The Directors review the material or emerging risks on an ongoing basis. Current risks to the business and our Tenants are the ongoing cost of living crisis and the impact that the new NI rates and thresholds will have on our Tenants along with the Business rate changes. While inflation has decreased, food costs remain high and with the added pressure for all Tenants to find and retain staff the year ahead continues to be of concern, all of these factors will be closely monitored. As the Company operates a Tenanted and Leased Estate the full impact of these difficulties will not be seen. However, the forecasts prepared for the coming year have taken all of these factors into account.

Licensing

The Company is committed to ensuring that properties meet all required licensing and other property regulatory requirements. Failure of our Tenants to comply with licensing requirements could result in licenses being revoked which would have a direct impact on the Tenants' ability to trade. This is closely monitored by our Tenanted team overseen by the Managing Director to ensure compliance with licensing and trading regulations. The Company works closely with appropriate local Licensing Authorities to ensure that all licensing requirements are met, and any changes are closely monitored.

Section 172 statement

In accordance with S172 of the Companies Act 2006, the Board has a duty to promote the success of the Company for the benefit of its members as a whole. Details of the Company's key stakeholders and how we engage with them are set out below. In governing and directing the business the Board considers the interests of all of its members as well as its employees, suppliers, and customers in order to develop and maintain its Tenanted Estate for the long term.

Key decisions

The Board has been liaising with the Insurers regarding the Jolly Sailor Inn, which was devastated in a fire in 2020. Planning permissions have taken some time to come to fruition, which has led to the decision by the Board to take a cash settlement resulting in £877,000 being paid out by the insurance company. This will now be looked at as to whether we continue with a rebuild or sell the land with permissions, we continue through this process to liaise with the parish council.

The Board took the decision last year to purchase a property next to the Ley Arms in Kenn for £637,000 in order to facilitate a split out of the land attached to the property. This has now been sold resulting in a small loss, but has enabled us to split out the land, this has been done so we can expand the Ley Arms car park; to convert the parcel of land planning permission has been sought and approved. We have now gone out to tender for the works required to complete the project.

The Board has continued to progress its programme of property disposals with two property sales in the financial year. This included the sale of the Locomotive having been remarketed as an unconditional sale, this has been sold in the year, resulting in a profit of £1,053,000.

The Board approved some small capital projects in the year, these include: The Pewsham at Chippenham, the completion of the Orangery, a small piece of land was purchased to allow the Beach Hotel outside seating in the summer.

Strategic report Strategic report (continued)

Section 172 statement (continued)

Key decisions (continued)

Despite the economic headwinds for the Industry the Board made the decision to continue with its programme of refurbishment and repair across the Estate. The Managing Director and Tenanted Operations Manager liaise with the Tenants throughout each project undertaken within the Estate.

When determining the level of dividend each year, the Board considers the ability of the Company to generate cash, the level of distributable reserves and the level of reserves required to invest in the business to ensure the policy can continue on a long-term basis. Having considered all of these factors the Board took the decision to agree a final dividend of 3.85p per share based on the financial year results to 31 October 2025.

Customers

The continued cost rises across the hospitality sector continue to affect our Estate and the impact of the Governments budget in November 2025 will have a further effect going into the next financial year. We have continued to help and support the Tenants, which includes regular newsletters and direct contact with their Tenanted Operation Managers. The feedback that we continue to get from the Tenants enables the Board to target any help needed across the Estate, which has in turn led to keeping a positive and strong relationship with our Tenants and has meant that we have had very few vacancies during the year.

During normal trading the Board considers, on a monthly basis in Board meetings, any further support it can offer our Tenants, for example we have continued the winter discount voucher scheme. The Tenants also have access to industry support through the Company's corporate BII (British Institute of Innkeepers) membership, and are encouraged to become members themselves which is full funded by Heavitree Brewery PLC.

The Board continues to concentrate fully on its business model of running and developing its Tenanted Estate. In order to achieve the full potential of the Estate, the Board constantly strives to build strong and lasting relationships with the Tenants, as the Board believes that attracting and retaining the best Tenants will maximise the full potential of our pubs. We actively engage with our Tenants on a daily basis along with monthly visits by our Tenanted Operation Managers and the Managing Director. We use these visits and the contact that we have with Tenants to make informed decisions to maximise the trade the Tenants can achieve for the business.

Employees

The Board is committed to providing a working environment that promotes employee wellbeing and safety, whilst facilitating their performance. The Board is committed to training and incentivising its staff. Various training schemes are offered along with different incentive plans including a private healthcare scheme and a share incentive scheme plan, to maximise potential and maintain good practice. It is important to the Board that the company as a whole works as a team and finding the right people to enhance the team is a major factor in the recruitment process. The Board is kept up to date with all employee matters on a regular basis through the management team.

Strategic report Strategic report (continued)

Section 172 statement (continued)

Suppliers

We build strong relationships with our suppliers to develop mutually beneficial and lasting partnerships so that we may get the best deals in order to supply the Tenanted Estate and maximise business potential, this has been especially important this year with rising costs across the industry and has enabled the Board to keep any increases on wet products to a minimum. The Board actively promotes the use of local business where possible. Engagement with suppliers is primarily through a series of interactions and formal reviews. The Board agrees multi-year contracts with its wet trade suppliers. The Board recognises that relationships with suppliers are important and is briefed on suppliers' issues and feedback on a regular basis. The regular feedback from our Tenants through the monthly meetings with their Tenanted Operation Managers assists with this process.

Shareholders

We recognise the importance of our shareholders, and their opinions are important to us. We engage with our shareholders openly and any change in the business or any important updates are sent to all our shareholders as well as being published on our website along with stock exchange announcements. The Company responds to shareholder letters and queries individually. Shareholder feedback along with details of movements in our shareholder base are regularly reported to and discussed by the Board and their views are considered as part of our decision making. Our shareholders are also encouraged to attend the Annual General Meeting, where all shareholders are given the opportunity to ask questions and raise any issues.

Communities

We engage with the communities in which we operate and look to understand the local issues that are important to them. We provide financial support to the Heavitree Brewery Charitable Trust which in turn aims to support local causes. £6,000 (2024: £6,000) was donated in the financial year. The Board is committed to the responsible retailing of alcohol to and by our Tenants and ensures that any feedback or issues from the communities are dealt with effectively and appropriately.

Government and regulators

We engage with Government and regulators through a range of industry consultations. The Company is registered with the pub sector England and Wales Tenanted Code of Practice, along with the BBPA (British Beer & Pub Association) and corporate membership to the BII, which allows our Tenants to have free access to newsletters and direct industry support.

Because of these memberships, we have continued through this year to receive industry updates quickly and efficiently which has enabled us to inform our Tenants on a regular basis regarding changes or updates from the Government.

The Board is updated monthly through its Board meetings on legal and regulatory developments and takes these into account when considering future actions.

By Order of the Board

N J McLean Secretary

19 February 2026

Directors' Report

The Directors have pleasure in submitting their report for the year ended 31 October 2025.

Results and dividends

The profit for the year, after taxation, attributable to shareholders amounts to £2,622,000 (2024:

£1,318,000). The total comprehensive income for the year is £2,622,000 (2024: £1,318,000).

The Directors recommend a final dividend of 3.85p (2024: 3.85p) on the Ordinary and 'A' Limited Voting Ordinary Shares. An interim dividend of 2.75p was paid (2024: 2.25p paid). The fixed dividend of 11.5p per share was paid on the preference shares in the year (2024: 11.5p).

Financial Instruments

As at 31 October 2025 the Company's total bank borrowings were £1,524,000 (2023: £1,819,000).

The Directors continue to monitor and, where appropriate, take necessary action to minimise the Company's risk to interest rate exposure and to ensure sufficient working capital exists for the Company to operate efficiently. Debt is kept at a manageable level, with gearing no higher than necessary. The Board revises its investment strategy where needed in order to maintain its cash position.

For further details of the Company's policy on financial instruments and management of financial risk, please refer to note 23.

The Company's capital management strategy is to maintain gearing as low as possible while still ensuring that borrowing requirements are sufficient to service its needs and allow it to invest in its houses at an appropriate level.

When monitoring gearing, the Company uses the Directors' valuation as the basis of its asset value.

Information on borrowings and strategies surrounding managing interest rate risk, liquidity risk, capital risk and credit risk can also be found in note 23.

Future developments

The Company continues to concentrate fully on the running and development of its Tenanted and Leased Estate with the intention of maximising the full potential of its houses. This may include development for alternative use where appropriate and the continuation of debt reduction.

Further information in relation to the business activities, together with the factors likely to affect its future

development, performance and position is set out in the Chairman's Statement on pages 6-7.

Directors

The Directors of the Company during the year ended 31 October 2025 were those listed on page 2.

N J McLean was appointed a Director on 1 February 2025. T Wheatley was appointed Managing Director on 1 February 2025.

N H P Tucker, K S Pease Watkin and G J Crocker are the Directors retiring by rotation under Article 14 and, being eligible, offer themselves for re-election.

Directors' Report Directors' interests

The interests of the Directors and their spouses in the Company's shares as at 31 October 2025 were as follows:

'A' Limited Voting

Ordinary Shares Ordinary Shares

31 October 2025

31 October 2024

31 October 2025

31 October 2024

N H P Tucker

742,215

742,215

79,385

79,385

G J Crocker

-

-

77,829

70,972

T P Duncan

150,335

150,335

196,992

196,992

K Pease-Watkin

27,088

27,088

50,638

50,638

T Wheatley

-

-

99,517

93,853

C J Bush

-

-

2,223

2,223

N J McLean

-

-

38,266

-

---------------

---------------

---------------

---------------

All these interests are beneficial, save for the following non-beneficial interests:

(a) N H P Tucker's interest in 53,750 (2024: 53,750) Ordinary Shares. Included in these interests are the following joint holdings:

(a) 53,750 (2024: 53,750) Ordinary Shares held jointly by W P Tucker and N H P Tucker.

Service contracts exist for each of the Executive Directors and contain a three-year notice period. Non-Executive Directors are appointed by letter for a fixed term of three years.

Substantial interests

At 31 October 2025 the following interests of shareholders in excess of 3% of each class of ordinary share capital, other than Directors, had been notified to the Company:

Ordinary

Ordinary

%

'A'-Limited

Voting Ordinary

'A' Limited

Voting Ordinary

%

P A Benett

135,380

7.33%

270,740

8.50%

R A Duncan

-

-

101,369

3.18%

R H Duncan

151,643

8.22%

177,611

5.58%

J E M Duncan

133,545

7.23%

186,637

5.86%

S T Tucker

-

-

109,000

3.42%

Mrs T C Yule

78,010

4.22%

178,205

5.59%

Mrs T D Tucker

125,840

6.80%

-

-

Mr D Barry

84,108

4.55%

136,684

4.29%

------

------

------

------

Directors' Report Corporate governance

The Board of The Heavitree Brewery PLC ("Heavitree") is collectively accountable to the Company's shareholders for good corporate governance. Accordingly, the Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code (Code). The information below and the statement on our website set out in broad terms how we comply with the Code. We provide annual updates about our compliance with the Code, any updates are uploaded to our website and dated accordingly. The Board is responsible for ensuring that Heavitree is managed for the long-term benefit of all shareholders, through effective and efficient decision-making. Corporate governance is an important part of the Board's role by providing oversight and control to manage risk and build long-term value.

The Board has reviewed and adopted the new QCA Code for adoption in the new financial year, our website has been updated accordingly. It was last updated for its renewal in September 2024.

A full copy of the QCA Code is available from the QCA's website: https://www.theqca.com.

Board of Directors

At 31 October 2025, the Board consisted of an Executive Chairman, three Executive Directors and three Non-Executive Directors. The Directors will continue to re-consider the structure of the Board and believe the current structure remains appropriate. The contribution of Directors in terms of relevance and effectiveness of each one is subject to evaluation, overseen by the Executive Chairman along with their commitment and attendance at Board meetings. Each Director updates the Board at every meeting on their sector i.e. finance or trade and any relevant legislative changes in their areas that will affect the Business, along with yearly appraisals. Since October 2019 the company has in place a formalised framework for Director review which is overseen by the Independent Non-Executive Director.

N H P Tucker is the Executive Chairman; T Wheatley is the Managing Director; N J McLean is the Finance Director with G J Crocker remains an Executive Director until his retirement in April 2026. T P Duncan and K Pease-Watkin are Non-Executive Directors.

C J Bush is an Independent Non-Executive and an ICAEW qualified professional. He has no family connection to any of the other Directors and holds a nominal shareholding only. He is responsible for Board members appraisals which are completed each financial year along with an independent overview of the Audit.

The Board is satisfied it has an effective and appropriate balance of skills and experience of Financial, Hospitality Trade, and General industry knowledge to give it the ability to constructively challenge strategy and scrutinise performance. The Directors are required to keep their skill base up to date and attend any relevant skills training and seminars to keep knowledge relevant to their skills set. Independent advice is sought where needed, the Board maintains its access to professional advisors and is able to take independent advice in the performance of their duties, at the Company's expense. No advice was sought in the year.

Directors' Report Corporate governance (continued)

The business and management of the Company is the collective responsibility of the Board. At each meeting the Board considers and reviews the Company's financial and trading performance. It has a formal written schedule of matters reserved for its review and approval. The Board meets every month with additional meetings arranged as required. Formal agendas and reports are provided to the Board on a timely basis, along with other information to enable it to discharge its duties. For more information, please see principal risks and uncertainties on page 11.

Audit Committee

Given the size of the Company, the Board does not consider it appropriate to have a separate audit committee, however an independent Non-Executive Director is in place and part of his role is audit oversight and Board member reviews. The Board considers matters relating to the reporting of results, financial controls, and the cost and effectiveness of the audit process at the monthly board meetings and meets at least once a year with the auditors in attendance.

The Board is satisfied that the company's auditors, PKF Francis Clark, have been objective and independent of the Company. The Company's auditors performed non-audit services for the Company as outlined in Note 7, but the Board is satisfied that their objectivity and independence were not impaired by such work.

Remuneration Committee

The Board has established a Remuneration Committee which comprises of the Executive Chairman, one Non-Executive Director and the Independent Non-Executive Director. External advice is also taken as appropriate.

Remuneration for all Directors is in accordance with the pay percentage awarded to all staff members at the salary review in January of each year. No separate pay awards are given to Directors. No director is involved in setting his or her own remuneration.

Details of Directors' Remuneration can be found in Note 9 to the financial statements.

Nominations Committee

The Board has established a Nominations Committee which comprises of the Executive Chairman, one Non-Executive Director and the Independent Non-Executive Director.

Summary of Directors' Attendance within the financial year

Board Meetings

Entitled to attend

Attended

N H P Tucker

11

11

G J Crocker

11

10

T Wheatley

11

11

N J McLean

8

8

T P Duncan

11

10

K Pease-Watkin

11

7

C J Bush

11

11

Directors' Report Corporate governance (continued)

Shareholder Communication

The Company believes in good communication with shareholders and encourages shareholders to attend its Annual General Meeting, any important updates are sent to all our shareholders as well as being published on our website along with stock exchange announcements. The Company responds to shareholder letters and queries individually.

Internal Financial Control

The Board is responsible for ensuring that the Company maintains a system of internal financial controls. The objective of the system is to safeguard Company assets, ensure proper accounting records are maintained, and that the financial information used within the business and for publication is timely and reliable. Any such system can only provide reasonable, but not absolute, assurance against material loss or misstatement. Financial information is presented and reviewed at each Board meeting. On a day to day basis controls are in place to ensure no payments or financial transactions can take place without two signatures and one being an Executive Director. Each process within the finance and operations department is done and then verified by another; individual levels of authority and signatures are set up for all transactions within the Company from orders through to payments. The Board is satisfied it has robust structures in place.

Given the size of the Company, the Board does not consider it appropriate to have its own internal audit function. However external auditors meet with the Managing Director, Finance Director, and independent Non-Executive Director in advance of the audit and provide a comprehensive planning document that is then distributed to the Board and reviewed at the next Board meeting. In addition, a detailed audit completion report is presented by the external auditors to the full Board. All documents are reviewed by the whole of the Board, and nothing is signed off until agreed by both Executive and Non-executive Director's.

The Board is satisfied that the Company's Auditors are objective and independent of the Company, an independent audit report is shown within the yearly financial statements.

All the day to day operational decisions are taken initially by the Executive Directors, in accordance with the Company's strategy. The Executive Directors are also responsible for initiating commercial transactions and approving payments, save for those relating to their own employment.

The key internal controls include specific levels of delegated authority and the segregation of duties; the review of pertinent commercial, financial, and other information by the Board on a regular basis; the prior approval of all significant strategic decisions; and maintaining a formal strategy for business activities. These controls are reported, reviewed and checked at each Board meeting.

The Company is committed to the highest standards of corporate social responsibility in its activities these areas are looked at within Board and Management meetings. Our Head office site actively recycles all paper produced through a shred it scheme, Company vehicles, where possible, are electric or hybrid models, and the site contains electric charging points. All of our staff are encouraged in training, and an inclusive culture is promoted within the Head Office environment, and any recruitment is carried out on this basis

Within the community, we provide financial support to the Heavitree Brewery Charitable Trust which in turn aims to support local causes. The Board is committed to the responsible retailing of alcohol to and by our Tenants and ensures that any feedback or issues from the communities are dealt with effectively and appropriately. Tenants actively look to support their local communities where they can and encourage the pub to be the local hub of the community.

The Company is committed to the care of the environment and encourages its contractors and Tenants to use energy efficient materials and practices wherever possible. The Company actively works with its Tenants and Leaseholders holding monthly meetings with them conducted by our Tenanted Operations Managers and reviewed and overseen by the Managing Director.

Directors' Report Corporate governance (continued)

The Company is committed to training and incentivising its staff, various training schemes are offered along with different incentive plans including a Company share incentive plan to help staff attain maximum potential and maintain good practice.

The Company is committed to the highest standards of corporate social responsibility in its activities. The Company falls below the threshold to report in accordance with the Modern Slavery Act 2015 and antibribery and corruption regulations.

Directors' statement as to disclosure of information to auditor

The Directors who were members of the Board at the time of approving the Directors' report are listed on page 2. Having made enquiries of fellow Directors and of the Company's auditor, each of these Directors confirms that:

  • to the best of each Director's knowledge and belief, there is no information relevant to the preparation of their report of which the Company's auditor is unaware; and

  • each Director has taken all the steps a Director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

A resolution to re-appoint PKF Francis Clark as the Company's auditor will be put to the forthcoming

Annual General Meeting. By Order of the Board

N J McLean Secretary

19 February 2026

Directors' Report Statement of Director's Responsibilities in Respect of 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 the Directors have prepared the financial statements in accordance with UK-Adopted International Accounting Standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of affairs of the profit or loss. 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-Adopted International Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and

  • Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business

    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 to enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

    The Directors are responsible for the maintenance and integrity of the corporate and financial information

    included on the Company's website.

    Independent Auditor's Report

    To the members of The Heavitree Brewery PLC

    Opinion

    We have audited the financial statements of The Heavitree Brewery PLC for the year ended 31 October 2025, which comprise the income statement, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and in accordance with UK adopted International Accounting Standards (UK-adopted IAS).

    In our opinion:

  • The financial statements give a true and fair view of the state of the Company's affairs as at 31 October 2025 and of the Company's profit for the year then ended;

  • the financial statements have been properly prepared in accordance with UK-adopted IAS; and

  • the financial statements 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 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 as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

An overview of the scope of our audit

We planned and performed our audit by obtaining an understanding of the Company and its environment, including the accounting processes and controls, and the industry in which it operates.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Independent Auditor's Report

To the members of The Heavitree Brewery PLC

Risk: impairment of property

As detailed in the accounting policies and note 14, the Company has a portfolio of trading properties with a net book value of £16.4m (2024: £16.3m) and investment properties with a net book value of £2.3m (2024: £2.3m). Given the age of the portfolio and the Company's policy of holding assets at depreciated historical cost, many of the individual property carrying values are low. Accordingly, the risk of a material impairment in a proportion of the estate is significantly mitigated. Notwithstanding this, given the size and value of the portfolio, the nature of the industry, anticipated impact of changes to the UK taxation environment, and the depressed consumer confidence and discretionary spend as a result of the continued cost of living crisis in the United Kingdom, a key audit risk is the Company's assessment of whether there is any impairment to the carrying value of the properties.

Our work focussed on management's assessment of the need for any impairment on an individual property basis. We paid particular attention to any closed houses and empty properties in the year, being a potential indicator of impairment. We reviewed and challenged the assumptions used by management in making their assessment, as well as comparing their consideration of market value to relevant local market data and post year-end sales values realised.

We also performed our own value in use calculation for all properties, setting expectations for future cash flows by reference to both rental income and wet sales contribution. We made prudent assumptions in relation to moderate growth rate and the discount rates and assessed the sensitivity of the calculation to these rates. Where our work highlighted any properties with a value in use lower than carrying value, we challenged management's assertions and sought to understand and corroborate assumptions such as alternate uses for those properties.

As a result of the procedures performed, we are satisfied with the Company's assessment that no further material impairment to the carrying value of the properties is required beyond the £200k recognised.

Risk: revenue recognition

The Company's primary revenue streams are outlined in the accounting policies and note 3. The Company derives most of its revenue from wet sales (sales of alcoholic and non-alcoholic beverages) to, and rent receivable from, licenced premises. Sales are routine and little judgement is applied. Based on our understanding of the business and the environment in which it operates, we identified completeness and cut-off as significant audit risks for these revenue streams. We also considered other industry relevant areas of potential misstatement such as volume rebates and lease incentives.

Our work on completeness and cut-off included substantive analytical procedures on the main revenue streams, a review of post year end credit notes and the use of data analytics software to match all wet purchases to the resulting wet sale. In addition, we performed tests of detail on a sample of transactions, including those around the year end to test cut off. We also reviewed the expected level of volume rebates and concluded these are not material to the financial statements.

In respect of the rent incentives granted to tenants, we reviewed a sample of agreements and recalculated the amount of total expected rent due over the remaining lease term and considered whether this had been appropriately recognised on a straight-line basis.

As a result of the procedures performed, we are satisfied that revenue has been appropriately recorded.

Independent Auditor's Report

To the members of The Heavitree Brewery PLC

Our application of materiality

Misstatements, including omissions, are considered to be material if individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. Materiality is applied in planning the scope of our audit, determining the nature, timing and extent of our audit procedures and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Overall materiality: £250k Performance materiality: £187k

Misstatements considered above triviality: £12k

Basis for determination

The basis of determination is reviewed each year taking into account current market conditions and levels set across similar companies in the industry. We also consider whether there are any additional risk factors.

The company holds a significant amount of properties in order to carry out their trade. The assessment of impairment of these properties is a key judgement within the financial statements and a key risk area (as discussed above). As a result, we have considered it appropriate to base materiality on gross assets and have applied a materiality level of 1% of the gross assets.

Materiality using adjusted profit before tax is considered a more appropriate basis to assess the licenced trade of the business. Additional procedures have been performed in key risk areas and where considered appropriate on trading balances and transactions using testing thresholds set based on 5% of profit before tax (adjusted for property disposals, insurance proceeds and IFRS adjustments) at £67k.

During the course of the audit, we reassessed initial materiality but did not consider any changes to materiality necessary based on the final results.

Independent Auditor's Report

To the members of The Heavitree Brewery PLC

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.

Our work centred on management's assessment of going concern, which is detailed in note 1 to the

financial statements. In particular we:

  • Obtained management's cash flow forecasts supporting the Company's ability to trade within current banking facilities for a period of at least twelve months from the date of approval of the financial statements. We critically challenged the assumptions used in their preparation and considered the timing of planned non-core asset sales;

  • reviewed the outcome of prior year forecasts to assess management's forecasting accuracy;

  • reviewed correspondence with the Company's bankers confirming the Company's banking

    facilities;

  • reviewed the Company's compliance with banking covenants and considered the forecasted covenant compliance over the going-concern period based on management's cash flow forecasts;

  • considered the level of headroom in bank facilities based on management's cash flow forecasts and the impact of changing assumptions, particularly around timing of planned non-core asset sales; and

  • reviewed the adequacy of the related disclosures in the financial statements.

    Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

    Other information

    The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

    Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

    We have nothing to report in this regard.

    Opinion on other matter prescribed by the Companies Act 2006

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

  • the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

  • the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Independent Auditor's Report

To the members of The Heavitree Brewery PLC

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 21, 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 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 Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory framework that is applicable to the company and the industry in which it operates. We identified the principal risks of non-compliance with laws and regulations as relating to breaches around the Licensing Act 2003 (Amended 2007), Tenant and Landlord Act 1985 and health and safety regulations. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as financial reporting legislation (including the Companies Act 2006) and taxation legislation. We considered the extent to which any noncompliance with these laws and regulations may have a negative impact on the company's ability to continue trading and the risk of a material misstatement in the financial statements.

We discussed with management how the compliance with these laws and regulations is monitored. We also identified the individuals who have responsibility for ensuring that the group complies with laws and regulations and deal with reporting any issues if they arise.

Independent Auditor's Report

To the members of The Heavitree Brewery PLC

We also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and determined that the principal risks were related to the overstatement of profit, either through incorrect revenue recognition, understating expenditure or management bias in accounting estimates and judgements (in particular around property impairments) included in the financial statements.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

  • Revenue recognition was assessed as a key audit matter and our work in respect of this is discussed above under key audit matters.

  • We made enquiries of management regarding their knowledge of any non-compliance or potential non- compliance with laws and regulations that could affect the financial statements. As part of these enquiries, we also discussed with management whether there have been any known instances of fraud.

  • We identified the individuals with responsibility for ensuring compliance with laws and regulations and discussed with them policies and procedures in place.

  • We reviewed processes around compliance with the Licensing Act 2003 (Amended 2007) and Tenant and Landlord Act and discussed with those responsible for compliance whether there had been any breaches during the year.

  • We discussed health and safety with those responsible for compliance and enquired as to whether there had been any reportable incidents during the year.

  • We reviewed minutes of meetings of Senior Management and those charged with governance.

  • We audited the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

  • We challenged assumptions and judgements made in the accounts by management.

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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the 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.

Independent Auditor's Report

To the members of The Heavitree Brewery PLC

Use of our report

This report is made solely to the Company's shareholders, 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 shareholders those matters we are required to state to them in an audit 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 shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Nicholas Farrant BA MSc FCA (Senior Statutory Auditor) and on behalf of

PKF Francis Clark Statutory Auditor Centenary House Peninsula Park

Rydon Lane Exeter

EX2 7XE

19 February 2026

Income Statement

For the year ended 31 October 2025

Notes

Total 2025

£'000

Total 2024

£'000

Revenue

3

7,628

-----

7,498

------

Other operating income

5

285

294

Purchase of inventories

(3,006)

(2,982)

Staff costs

9

(1,650)

(1,505)

Depreciation of property, plant and equipment

(172)

(222)

Other operating charges

(1,708)

(1,659)

------

(6,251)

------

(6,074)

Operating profit

6

1,377

1,424

Profit on sale of property, plant and equipment

8

1,056

308

Impairment of fixed assets

14

(200)

-

Insurance receipt (Jolly Sailor )

Profit before finance costs and taxation

877 ------3,110

-

------

1,732

Finance costs

10

(92)

------

(92)

(172)

------

(172)

Profit before taxation

3,018

1,560

Tax expense

Profit for the year attributable to equity holders Basic earnings per share

11a

12

(396) ------2,622

══════

54.2p

(242)

------

1,318

══════

27.2p

Diluted earnings per share

12

══════

54.2p

══════

27.2p

══════

══════

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