Directors Report 1

DIRECTORS' REPORT For the 52 weeks ended 29 April 2018
The directors present their report and the financial statements for the 52 weeks ended 29 April 2018.
Principal activity
The principal activity of the company is that of an investment holding company.
Going concern At the balance sheet date the company had net current assets (excluding debtors: amounts falling due after more than one year) of ?965,007,000 and net assets of ?964,I48,000. After making enquires the directors have a reasonable expectation that the net assets of ?964,148,000 are recoverable in full and that the company has adequate resources to continue in operational existence for the foreseeable future. The directors are satisfied that the company is able to meet its liabilities as they fall due being a period of no less than 12 months from the date of approval of these financial statements and therefore continue to prepare the financial statements on a going concern basis.
Directors
The directors who served during the 52 weeks were:
K Davis (resigned 31 January 2018) R Smothers (appointed 3 I January 2018)
The director did not hold any interest in the share capital of the company during the period.
The interest of the director in the shares of the ultimate parent company, Greene King Plc, is shown in the financial statements of that company, where they are a director of Greene King Plc.
Qualifying third party indemnity provisions
The company has indemnified the directors of the company in respect of proceedings brought by third parties. Such qualifying third party indemnity provision remains in place at the date of this report.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
?so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and ?the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Page 1 SPIRIT GROUP RETAIL LIMITED

DIRECTORS' REPORT (CONTINUED)

Auditor
The auditor, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 41 SA of the Companies Act 2006.
This report was approved by the board and signed on its behalf.

Mrs L A Keswick Secretary Date: a33c 2_0 10(

Page 2 SPIRIT GROUP RETAIL LIMITED

DIRECTORS RESPONSIBILITIES STATEMENT For the 52 weeks ended 29 April 2018
The directors are responsible for preparing the Directors' 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 director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the director must not approve the financial statements unless he is 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; ?make judgments and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 and 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.

Page 3 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED

OPINION
We have audited the financial statements of Spirit Group Retail Limited (the 'company') for the 52 weeks ended 29 April 2018 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes 1 to IS, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 10 I "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements: ?give a true and fair view of the company's affairs as at 29 April 2018 and of its profit for the 52 weeks then ended ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report below. 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. CONCLUSIONS RELATING TO GOING CONCERN
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: ?the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or ?the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
OTHER INFORMATION
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.

Page 4

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED

OPINIONS ON OTHER MATTERS 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 directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ?the directors' report has been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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; or ?the directors were not entitled to take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors' responsibilities statement, set out on page 3, 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Page 5 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED

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

for and on behalf of Ernst & Young LLP, Statutory Auditor London, UK Date: 2/1 1

ktAA,t Lloyd Brown (Senior statutory auditor Page 6 SPIRIT GROUP RETAIL LIMITED

Directors Report 2

DIRECTOR'S REPORT For the 52 weeks ended 30 April 2017
The director presents his report and the financial statements for the 52 weeks ended 30 April 2017.
Principal activity
The principal activity of the company is that of an investment holding company.
On 23 June 2015, 100% of the ordinary share capital of Spirit Pub Company plc, the ultimate parent of the Spirit Pub Company group, was acquired by Greene King plc. As a result of this transaction, the accounting reference date of this company was changed from 24 August to 30 April in line with other group companies, creating a 36 week accounting period for the period ended I May 2016. Consequently, amounts presented in these financial statements are not entirely comparable.
During the period the company's direct subsidiaries Stickpad Limited and Spirit Group Retail (Pubs) No.1 Limited were placed into members' voluntary liquidation and consequently the company has disposed of its investments, held at a net book value of ?302,000, in these companies.
Going concern At the balance sheet date the company had net current assets (excluding debtors: amounts falling due after more than one year) of ?965,007,000 and net assets of ?964,132,000. After making enquires the directors have a reasonable expectation that the net assets of ?964,132,000 are recoverable in full and that the company has adequate resources to continue in operational existence for the foreseeable future. The directors are satisfied that the company is able to meet its liabilities as they fall due being a period of no less than 12 months from the date of approval of these financial statements and therefore continue to prepare the financial statements on a going concern basis.
Director
The director who served during the 52 weeks was:
K Davis
The director did not hold any interest in the share capital of the company during the period.
The interest of the director in the shares of the ultimate parent company, Greene King Plc, is shown in the financial statements of that company, where they are a director of Greene King Plc.
Qualifying third party indemnity provisions
The company has indemnified the directors of the company in respect of proceedings brought by third parties. Such qualifying third party indemnity provision remains in place at the date of this report.
Disclosure of information to auditor
The director at the time when this Director's report is approved has confirmed that:
?so far as he is aware, there is no relevant audit information of which the company's auditor is unaware, and ?he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Page 1 SPIRIT GROUP RETAIL LIMITED

DIRECTOR'S REPORT (CONTINUED)

Post balance sheet events
There are no post balance sheet events requiring disclosure in the financial statements.
Auditor
The auditor, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 4 I 5A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.

L-Pia531/9-ttc

Mrs L A Keswick Secretary Date: 1s-11211w

V Page 2 SPIRIT GROUP RETAIL LIMITED

DIRECTOR'S RESPONSIBILITIES STATEMENT For the 52 weeks ended 30 April 2017
The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the director must not approve the financial statements unless he is 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 director is required to:
?select suitable accounting policies and then apply them consistently; ?make judgments and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Page 3 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED

We have audited the financial statements of Spirit Group Retail Limited for the 52 weeks ended 30 April 2017 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes 1 to 16. The financial reporting framework that has been applied in their preparation is applicable law and the United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework'.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of director and auditor
As explained more fully in the director's responsibilities statement, set out on page 3, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practice Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the director; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual report and financial statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements: ?give a true and fair view of the state of the company's affairs as at 30 April 2017 and of its profit for the 52 weeks then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 'Reduced Disclosure Framework'; and ?have been prepared in accordance with the requirements of the Companies Act 2006.
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 director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ?the director's report has been prepared in accordance with applicable legal requirements.

Page 4 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED

Matters on which we are required to report by exception
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have identified no material misstatements in the director's report.
We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or ?we have not received all the information and explanations we require for our audit; or ?the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a strategic report or in preparing the director's report.

Lloyd Brown (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor London, UK Date: b2.cf2)4A-t% 201-3

Page 5 SPIRIT GROUP RETAIL LIMITED

Directors Report 3

DIRECTORS REPORT For the 36 weeks ended I May 2016
The directors present their report and the financial statements for the 36 weeks ended I May 2016.
Principal activity
The principal activity of the company is that of an investment holding company.
On 23 June 2015, 100% of the ordinary share capital of Spirit Pub Company plc, the ultimate parent of the Spirit Pub Company group, was acquired by Greene King plc. As a result of this transaction, the period end date was changed from 24 August to 30 April in line with other group companies, creating a 36 week account period for the period ended I May 2016. Consequently, amounts presented in these financial statements are not entirely comparable.
On 29 April 2016, the company received total final dividends of ?39,546,000 from its wholly owned, non trading, subsidiaries Stickpad Limited and Spirit Group Retail (Pubs) No.1 Limited. As a result the value of the fixed asset investments was impaired to ?301,000 and ?100 respectively and a charge of ?40,550,000 was recorded in the profit and loss account.
On 29 April 2016, the company sold its 10% investment in Readystripe Limited to Partstripe Limited for consideration of ?95,000.
Going concern At the balance sheet date the company had net current assets (excluding debtors: amounts falling due after more than one year) of ?964,705,000 and net assets of ?964,118,000. After making enquires the directors have a reasonable expectation that the net assets of ?964,118,000 are recoverable in full and that the company has adequate resources to continue in operational existence for the foreseeable future. The directors are satisfied that the company is able to meet its liabilities as they fall due being a period of no less than 12 months from the date of approval of these financial statements and therefore continue to prepare the financial statements on a going concern basis.
Directors
The directors who served during the 36 weeks were:
L Bell (resigned 26 January 2016) D A Kelly (resigned 26 January 2016) J Langford (resigned 26 January 2016) K Davis (appointed 21 December 2015)
None of the directors held any interest in the share capital of the company during the period.
The interests of the directors in the shares of the ultimate parent company, Greene King Plc, are shown in the financial statements of that company, where they are directors of Greene King Plc.
Qualifying third party indemnity provisions
The company has indemnified the directors of the company in respect of proceedings brought by third parties. Such qualifying third party indemnity provision remains in place at the date of this report.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
?so far as that director is aware, there is no relevant audit information of which the company's auditor is unaware, and ?that director has, taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Page I SPIRIT GROUP RETAIL LIMITED

DIRECTORS REPORT For the 36 weeks ended I May 2016
Post balance sheet events
There are no post balance sheet events requiring disclosure in the financial statements.
Auditor
Ernst & Young LLP were appointed as the company's auditors to fill a casual vacancy during the year. In accordance with s.485 of the Companies Act 2006, a resolution is to be proposed at the Annual General Meeting for reappointment of Ernst & Young LLP as the company's auditors.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 4I5A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.

Mrs L A Keswick Secretary Date: 2_2_1?Lilko

Page 2 SPIRIT GROUP RETAIL LIMITED

DIRECTORS RESPONSIBILITIES STATEMENT For the 36 weeks ended I May 2016
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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; ?make judgments and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards including FRS101 'Reduced Disclosure Framework' 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 and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED

We have audited the financial statements of Spirit Group Retail Limited for the 36 weeks ended I May 2016 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes I to 17. The financial reporting framework that has been applied in their preparation is applicable law and the United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework'.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the directors' responsibilities statement, set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practice Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall 'presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual report and financial statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements: ?give a true and fair view of the state of the company's affairs as at I May 2016 and of its profit for the 36 weeks then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 'Reduced Disclosure Framework'; and ?have been properly prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements.

Page 4 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED

Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where 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; or ?the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a strategic report or in preparing the director's report.

Bob Forsyth (ren15r statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Cambridge, UK az /12-( i6

Date:

Page 5 SPIRIT GROUP RETAIL LIMITED

Directors Report 4

The directors present this strategic report, the Directors report and the financial statements for the 52 week period ended 22 August 2015.
Principal activities The principal activity of the company is that of a non-trading company.
Acquisition of ultimate parent company On 23 June 2015, 100% of the ordinary share capital of Spirit Pub Company plc, the ultimate parent of the Spirit Pub Company group, was acquired by Greene King plc. As a result of this transaction, the company's new ultimate parent company is Greene King plc. Following the delisting of Spirit Pub Company's shares its status changed from a public limited company to a private limited company with effect from 3 August 2015.
Review of the business Spirit Pub Company Limited (formerly Spirit Pub Company plc) manages the operations of itself and its subsidiaries (the Spirit Pub Company group) at a group level. The directors therefore believe that disclosure of key performance indicators for the company are not appropriate to understand the development, performance or position of the business. The performance of the Spirit Pub Company group is discussed in the consolidated financial statements of Spirit Pub Company Limited for the 52 week period ended 22 August 2015. These financial statements will be available from Companies House.
The directors do not consider that there are any specific principal risks and uncertainties applicable to the company which need to be disclosed.
On behalf of the board

L Bell Director 2015-12-17 00:00:00
SPIRIT GROUP RETAIL LIMITED
DIRECTORS' REPORT FOR THE 52 WEEK PERIOD ENDED 22 AUGUST 2015

Results and dividends The results for the 52 week period are set out on page 6.
The directors do not recommend payment of an ordinary dividend.
Going concern The directors of Spirit Group Retail Limited have concluded that the company has adequate resources to remain in operation for the foreseeable future. Therefore, the directors have continued to adopt the going concern basis in preparing the financial statements.
Post balance sheet events At 22 August 2015, no obligation exists for dividends declared after that date.
Directors The following directors have held office since 24 August 2014:
P Gallagher (Resigned 23 June 2015) L Bell D A Kelly J Langford
Political contributions and charitable donations During the 52 week period ended 22 August 2015, the company made no political contributions or charitable donations.
Auditor The company has elected to dispense with the obligation to appoint an auditor annually under s487 of the Companies Act 2006.
SPIRIT GROUP RETAIL LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE 52 WEEK PERIOD ENDED 22 AUGUST 2015

Statement of disclosure to auditor So far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware. Additionally, the directors have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company's auditor is aware of that information.
Qualifying third party indemnity provisions A third party indemnity provision (as defined in section 234 of the Companies Act 2006) is in force for the benefit of the directors.
Statement of directors' responsibilities The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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; - make judgements and accounting estimates that are reasonable and prudent; - state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
On behalf of the board

L Bell Director 2015-12-17 00:00:00

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED

We have audited the financial statements of Spirit Group Retail Limited for the 52 week period ended 22 August 2015 set out on pages 6 to 14. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company's members', as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members' those matters we are required to state to them in an auditor report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members' as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor As explained more fully in the Statement of directors' responsibilities set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uldauditscopeukprivate.
Opinion on financial statements In our opinion the financial statements: give a true and fair view of the state of the company's affairs as at 22 August 2015 and of its loss for the 52 week period then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and Directors' Report for the financial 52 week period for which the financial statements are prepared is consistent with the financial statements.

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED (CONTINUED)

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where 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.

Greg Watts (Senior Statutory Auditor) for and on behalf of KPMG LLP

Chartered Accountants Statutory Auditor

One Snowhill Snow Hill Queensway Birmingham B4 6GH - 5 -
SPIRIT GROUP RETAIL LIMITED

Directors Report 5

The directors present this strategic report, the Directors' report and financial statements for the 53 week period ended 23 August 2014
Principal activities The principal activity of the company is that of a non-trading company Review of the business Spirit Pub Company manages its operations at a group level and the directors therefore believe that disclosure of key performance indicators for the company are not appropnate to understand the development, performance or position of the business The performance of the Spirit Pub Company group is discussed in the Annual Results 2014 announcement available on the group's website (www spintpubcompany corn) and in the Annual Report and Accounts 2014 which will be available on the website from 2 December 2014
The directors do not consider that there are any specific principal risks and uncertainties applicable to the company which need to be disclosed
On behalf of the board

P Gallaghe7 Director 2014-11-11 00:00:00

- 1 -
SPIRIT GROUP RETAIL LIMITED
DIRECTORS' REPORT FOR THE 53 WEEK PERIOD ENDED 23 AUGUST 2014

Results and dividends The results for the 53 week period are set out on page 6 The directors do not recommend payment of an ordinary dividend Going concern The directors of Spint Group Retail Limited have concluded that the company has adequate resources to remain in operation for the foreseeable future Therefore, the directors have continued to adopt the going concern basis in preparing the financial statements
Post balance sheet events At 23 August 2014, no obligation exists for dividends declared after that date
Directors The following directors have held office since 18 August 2013 P Gallagher L Bell D A Kelly J Langford
Political contributions and charitable donations During the 53 week penod ended 23 August 2014, the company made no political contributions or chantable donations
Auditor KPMG Audit Plc resigned as auditor on 8 January pursuant to section 516 of the Companies Act 2006 On 14 January 2014 the Directors appointed KPMG LLP as auditor of the company to fill the casual vacancy as auditor under section 485(3) of the Companies Act 2006 Pursuant to Section 487 of the companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office
Statement of disclosure to auditor So far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware Additionally, the directors have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company's auditor is aware of that information
Qualifying third party indemnity provisions A third party indemnity provision (as defined in section 234 of the Companies Act 2006) is in force for the benefit of the directors

- 2 -

SPIRIT GROUP RETAIL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 53 WEEK PERIOD ENDED 23 AUGUST 2014

Statement of directors' responsibilities The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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, - make judgements and accounting estimates that are reasonable and prudent, - state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregulanties

On behalf of the board /levet Z-1 P Gallagher Director 2014-11-11 00:00:00

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SPIRIT GROUP RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED

We have audited the financial statements of Spirit Group Retail Limited for the 53 week period ended 23 August 2014 set out on pages 6 to 14 The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and auditor As explained more fully in the Statement of directors' responsibilities set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www frc org uk/auditscopeukprivate
Opinion on financial statements In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 23 August 2014 and of its loss for the 53 week period then ended, have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and Directors' Report for the financial 53 week period for which the financial statements are prepared is consistent with the financial statements

- 4 -

SPIRIT GROUP RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where 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 the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in prepanng the directors' report and from preparing a strategic report
td-i-LA7ii Greg Watts (Senior Statutory Auditor) for and on behalf of KPMG LLP

It NbLA-at,122.-r 2014-
Chartered Accountants Statutory Auditor

One Snowhill Snow Hill Queensway Birmingham B4 6GH - 5 -

SPIRIT GROUP RETAIL LIMITED

Directors Report 6

DIRECTORS' REPORT The directors present their report and financial statements for the financial year ended 17 August 2013 RESULTS AND DIVIDENDS
The profit for the 52 weeks ended 17 August 2013 was ?3,533,000 (52 week period ended 18 August 2012 loss of ?7,275,000) The directors do not propose the payment of a final dividend (52 week period ended 18 August 2012 End)
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS
The principal activity of the company is that of a non-trading company
The directors do not consider that there are any specific principal risks and uncertainties applicable to the company which need to be disclosed
The directors of Spirit Group Retail Limited have concluded that the company has adequate resources to remain in operation for the foreseeable future Therefore, the directors have continued to adopt the going concern basis in preparing the financial statements
DIRECTORS
The directors of the company during the year are as follows
P Gallagher L Bell R Godwin-Bratt resigned 1 February 2013 DA Kelly appointed 1 February 2013 J Langford appointed 1 February 2013 A third party indemnity provision (as defined in section 234 of the Companies Act 2006) is in force for the benefit of the directors JOINT SECRETARIES
H Jones C Stewart
POLITICAL AND CHARITABLE CONTRIBUTIONS
During the year, the company made no charitable donations (2012 Enil) The company made no political contributions during the year (2012 Enil)
DISCLOSURE OF INFORMATION TO THE AUDITOR
The directors confirm that, so far as they are aware, there is no relevant audit information of which the auditor is unaware and that each director has taken all reasonable steps to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information
AUDITOR
The company's auditor, KPMG Audit Plc, has instigated an orderly wind down of business The company has approved the appointment of KPMG LLP as auditor with effect from 14 January 2014
On behalf of the board

L Bell Director 2013-12-09 00:00:00 Sunrise House Ninth Avenue Burton upon Trent Staffordshire DE14 3JZ
Spirit Group Retail Limited Year ended 17 August 2013
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS
The directors are responsible for preparing the Directors' 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)
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, ?make judgements and estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, 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 and enable them to ensure that the financial statements comply with the Companies Act 2006 They 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
Spirit Group Retail Limited Year ended 17 August 2013
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPIRIT GROUP RETAIL LIMITED
We have audited the financial statements of Spirit Group Retail Limited for the year ended 17 August 2013 which comprise the Profit and Loss Account, the Balance Sheet and the related notes 1 to 11 The financial reporting framework that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and auditor As explained more fully in the Statement of Directors' Responsibilities set out on the previous page, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www frc org uk/auditscopeukprivate
Opinion on financial statements In our opinion, the financial statements ?give a true and fair view of the state of the company s affairs as at 17 August 2013 and of its profit for the year then ended, ?have been properly prepared in accordance with UK Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescribe? by me Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements
Matters on which we are required to report by exception We have nothing to report in respect of the following matters where 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 7,4,te4 Greg Watts Senior Statutory Auditor for and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants One Snowhill Snow Hill Oueensway Birmingham B4 6GH 2013-12-09 00:00:00
Spirit Group Retail Limited Year ended 17 August 2013

Directors Report 7

DIRECTORS' REPORT
The directors present their annual report and the audited accounts for the year ended 28 April 2002.
Principal activity The principal activity of the company during the year was the operation of pubs and pub restaurants in the United Kingdom.
Financial review The retained profit for the year amounted to ?94.9m (2001 ? profit ?85.3m). The directors do not recommend the payment of a dividend.
Previous name of S&N Retail Limited The company was previously known as S&N Pubs and Restaurants Limited until l 1 October 2001.
Review of operations In October 2001 the company sold 238 pubs to another group company for ?134.3m.
Directors and their interests The directors who held office during the year were as follows:

R W Crichton R L Ivell P D Kennerley J Laurie J S Leslie C J Ripper D M Wilkinson (resigned 13 July 2001)
None of the directors who served during the year had any disclosable interest in the shares of the company.
The directors' interests in the 20p ordinary shares of Scottish & Newcastle plc, (including options granted under the terms of the United Kingdom employee share schemes to subscribe for ordinary shares), were as follows: Sheet1 R L Ivell was also a director of Scottish & Newcastle plc, which has a 100% interest in S&N Retail Ltd. Accordingly, their interests are disclosed in the accounts of Scottish & Newcastle plc.

1.0 S&N Retail Limited DIRECTORS' REPORT (continued) Movements in option holdings Sheet2 Political and charitable contributions The company made no political contributions or donations to UK charities during the year.
Auditors A resolution to re-appoint Ernst & Young LLP as the company's auditors will be submitted at the forthcoming annual general meeting.
Employee relations and involvement The company is firmly committed to the principles of employee involvement. A full range of briefing, consultation and bargaining arrangements have been developed in all parts of the company and these are subject to continuous review and improvement.
The company encourages the involvement of its employees in the performance of the company through the employee share scheme.
Disabled persons Full and fair consideration has been given to applications for employment made by disabled persons and appropriate training, career development and promotion have been provided in all cases.
Payment of suppliers The company agrees terms and conditions with suppliers before business takes place. The company's policy and practice is to pay agreed invoices in accordance with the terms of payment.

By order of the Board

M Stevens Lakeside House Secretary The Lakes Northampton
2003-03-19 00:00:00

2.0 S&N Retail Limited
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are required by law to prepare accounts which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profits for that year. They are also responsible for ensuring that proper and adequate accounting records have been kept and that appropriate procedures have been followed for safeguarding Company assets and preventing and detecting fraud and other irregularities. Appropriate accounting policies which follow generally accepted accounting practice have been applied consistently in the preparation of the accounts and reasonable and prudent judgements and estimates have been made. The accounts have been prepared on a going concern basis.

3.0 S&N Retail Limited
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF S&N RETAIL LIMITED
We have audited the company's financial statements for the year ended 28 April 2002 which comprise the Profit and Loss Account, Balance Sheet, Statement of Total Recognised Gains and Losses and the related notes 1 to 21. These fmancial statements have been prepared on the basis of the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we ate required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the Statement of Directors' Responsibilities the company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the company as at 28 April 2002 and of its profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985. CS4.411/4- N'ow..9k.LU Ernst & Young LLP Registered Auditor Edinburgh
10 kit 1L

4.0 S&N Retail Limited