Company registration number 11964056 (England and Wales)
GARDNER RETAIL LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
GARDNER RETAIL LTD
COMPANY INFORMATION
Directors
C Gardner
E Gardner
A Gardner
Secretary
E Gardner
Company number
11964056
Registered office
Cheltenham Service Station
Lansdown Road
Cheltenham
Gloucestershire
United Kingdom
GL50 2JA
Auditor
Griffiths Marshall
4th Floor
Llanthony Warehouse
The Docks
Gloucester
Gloucestershire
GL1 2EH
GARDNER RETAIL LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 34
GARDNER RETAIL LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024
- 1 -
The directors present the strategic report for the year ended 31 July 2024.
Review of business
The group's main activity is that of petrol and convenience store retailing.
The forecourt and convenience sector is subject to normal retailing risks from the supermarkets and competition. However the group operates from key locations.
The group has a healthy gross profit for the year ended 31 July 2024 of £4.9m (2023 - £6.2m) and produces a good return on capital employed, relative to the industry.
Principal risks and uncertainties
Financial risk management
The group's financial instruments compromise cash at bank, bank and other borrowings which include Loan Notes due to certain directors and various other items such as creditors arising directly from its operations. The main purpose of the financial instruments is to raise adequate finance for the group's operations.
The main risks arising from the group's financial instruments are interest rate fluctuations and liquidity risk.
It is the group's policy to finance its operations through a mixture of cash and borrowings and to review periodically the mix of these instruments with regard to the projected cash flow requirements of the business and an acceptable level of risk exposure.
C Gardner
Director
24 April 2025
GARDNER RETAIL LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2024
- 2 -
The directors present their annual report and financial statements for the year ended 31 July 2024.
Principal activities
The principal activity of the company and group continued to be that of fuel and convenience store retailing.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
C Gardner
E Gardner
A Gardner
Strategic report
The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.
GARDNER RETAIL LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 3 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
On behalf of the board
C Gardner
Director
24 April 2025
GARDNER RETAIL LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JULY 2024
- 4 -
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
GARDNER RETAIL LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GARDNER RETAIL LTD
- 5 -
Opinion
We have audited the financial statements of Gardner Retail Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 July 2024 and of the group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
GARDNER RETAIL LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GARDNER RETAIL LTD
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We gained an understanding of the legal and regulatory framework applicable to Gardner Retail Limited and the industry in which it operates and, considered the risk of acts by Management and directors of Gardner Retail Limited which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with the Companies Act 2006 and Employment Law. We made enquiries of the Directors to obtain further understanding of risks of non-compliance.
We focused on laws and regulations that could give rise to a material misstatement in the financial statements. Our tests included, but were not limited to:
agreement of the financial statement disclosures to underlying supporting documentation;
enquiries of management regarding known or suspected instances of non-compliance with laws and regulations;
review of minutes of the Board meetings throughout the year; and
obtaining an understanding of the control environment in place to prevent and detect irregularities.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
GARDNER RETAIL LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GARDNER RETAIL LTD
- 7 -
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.
Mr Greg Lewis
For and on behalf of
24 April 2025
Griffiths Marshall
Chartered Accountants
Statutory Auditor
4th Floor
Llanthony Warehouse
The Docks
Gloucester
Gloucestershire
GL1 2EH
GARDNER RETAIL LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
32,114,354
38,168,576
Cost of sales
(27,200,396)
(31,930,157)
Gross profit
4,913,958
6,238,419
Administrative expenses
(3,919,683)
(3,430,558)
Operating profit
4
994,275
2,807,861
Interest receivable and similar income
6
6,000
Interest payable and similar expenses
7
(487,143)
(491,190)
Profit before taxation
513,132
2,316,671
Tax on profit
8
(221,126)
(318,553)
Profit for the financial year
25
292,006
1,998,118
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
GARDNER RETAIL LTD
GROUP BALANCE SHEET
AS AT 31 JULY 2024
31 July 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
10
1,140,748
1,215,141
Tangible assets
11
9,152,845
6,819,606
10,293,593
8,034,747
Current assets
Stocks
14
804,838
785,133
Debtors
15
476,467
545,358
Cash at bank and in hand
1,247,220
2,889,652
2,528,525
4,220,143
Creditors: amounts falling due within one year
16
(3,990,020)
(3,602,320)
Net current (liabilities)/assets
(1,461,495)
617,823
Total assets less current liabilities
8,832,098
8,652,570
Creditors: amounts falling due after more than one year
17
(3,756,695)
(3,894,645)
Provisions for liabilities
Deferred tax liability
20
608,282
582,810
(608,282)
(582,810)
Net assets
4,467,121
4,175,115
Capital and reserves
Called up share capital
22
1,000
1,000
Other reserves
23
759,800
759,800
Profit and loss reserves
25
3,706,321
3,414,315
Total equity
4,467,121
4,175,115
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 24 April 2025 and are signed on its behalf by:
24 April 2025
C Gardner
Director
Company registration number 11964056 (England and Wales)
GARDNER RETAIL LTD
COMPANY BALANCE SHEET
AS AT 31 JULY 2024
31 July 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
12
3,415,001
3,415,001
Current assets
Debtors
15
19,499
362,999
Cash at bank and in hand
800
800
20,299
363,799
Creditors: amounts falling due within one year
16
(527,392)
(760,231)
Net current liabilities
(507,093)
(396,432)
Total assets less current liabilities
2,907,908
3,018,569
Creditors: amounts falling due after more than one year
17
(739,918)
(1,000,386)
Net assets
2,167,990
2,018,183
Capital and reserves
Called up share capital
22
1,000
1,000
Other reserves
23
759,800
759,800
Profit and loss reserves
25
1,407,190
1,257,383
Total equity
2,167,990
2,018,183
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £149,807 (2023 - £1,175,702 profit).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 24 April 2025 and are signed on its behalf by:
24 April 2025
C Gardner
Director
Company registration number 11964056 (England and Wales)
GARDNER RETAIL LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024
- 11 -
Share capital
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 August 2022
1,000
759,800
1,769,902
2,530,702
Year ended 31 July 2023:
Profit and total comprehensive income for the year
-
-
1,998,118
1,998,118
Dividends
9
-
-
(353,705)
(353,705)
Balance at 31 July 2023
1,000
759,800
3,414,315
4,175,115
Year ended 31 July 2024:
Profit and total comprehensive income for the year
-
-
292,006
292,006
Balance at 31 July 2024
1,000
759,800
3,706,321
4,467,121
GARDNER RETAIL LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024
- 12 -
Share capital
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 August 2022
1,000
759,800
435,386
1,196,186
Year ended 31 July 2023:
Profit and total comprehensive income for the year
-
-
1,175,702
1,175,702
Dividends
9
-
-
(353,705)
(353,705)
Balance at 31 July 2023
1,000
759,800
1,257,383
2,018,183
Year ended 31 July 2024:
Profit and total comprehensive income for the year
-
-
149,807
149,807
Balance at 31 July 2024
1,000
759,800
1,407,190
2,167,990
GARDNER RETAIL LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
1,980,053
2,235,075
Interest paid
(487,143)
(491,190)
Income taxes paid
(431,944)
(91,927)
Net cash inflow from operating activities
1,060,966
1,651,958
Investing activities
Purchase of tangible fixed assets
(2,681,735)
(281,407)
Proceeds from disposal of tangible fixed assets
-
1,799,999
Movement of loans
44,021
(325,005)
Interest received
6,000
Net cash (used in)/generated from investing activities
(2,631,714)
1,193,587
Financing activities
Movement of borrowings
143,695
(1,442,449)
Repayment of bank loans
(180,724)
(265,417)
Payment of finance leases obligations
(34,655)
(4,154)
Dividends paid to equity shareholders
(353,705)
Net cash used in financing activities
(71,684)
(2,065,725)
Net (decrease)/increase in cash and cash equivalents
(1,642,432)
779,820
Cash and cash equivalents at beginning of year
2,889,652
2,109,832
Cash and cash equivalents at end of year
1,247,220
2,889,652
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
- 14 -
1
Accounting policies
Company information
Gardner Retail Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Cheltenham Service Station, Lansdown Road, Cheltenham, Gloucestershire, United Kingdom, GL50 2JA.
The group consists of Gardner Retail Ltd and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Gardner Retail Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 July 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The group financial statements do not include the results and cash flows of the dormant subsidiary, Gardner Garages Properties Limited, as its inclusion would not be material for the purpose of giving a true and fair view of the group.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 16 -
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
2% on cost
Leasehold land and buildings
Straight line over the term of each lease
Plant and equipment
10 - 25% on cost
Fixtures and fittings
10% on cost
Computers
33% on cost
Motor vehicles
25% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.8
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.9
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 17 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.10
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.12
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.13
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 20 -
1.16
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.19
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the profit and loss.
1.20
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard application in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Amortisation of intangible fixed assets
Annual amortisation charges of intangible assets are sensitive to changes in the estimated useful lives and residual values of these assets. The useful lives and residual values of these assets are reassessed at each reporting date and are amended, when necessary, to reflect current estimates.
Depreciation of tangible fixed assets
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful lives and residual values of the assets. The useful lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on various factors, including the economic utilisation and physical condition of the assets.
Rates of depreciation charged are considered on a line-by-line basis and disclosed within the accounting policy for depreciation. Refer to the tangible fixed asset note for the carrying amount for each class of assets.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
32,114,354
38,168,576
2024
2023
£
£
Other revenue
Interest income
6,000
-
Turnover for the period was generated from the principle activity of the group.
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
348,496
301,032
Profit on disposal of tangible fixed assets
-
(674,306)
Amortisation of intangible assets
74,393
87,643
Operating lease charges
161,975
303,050
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 22 -
5
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
9
11
3
4
85
91
-
-
Total
94
102
3
4
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
1,985,092
2,073,241
Social security costs
159,701
227,270
-
-
Pension costs
28,598
25,903
2,173,391
2,326,414
6
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
6,000
-
7
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
269,867
209,020
Other interest on financial liabilities
194,579
256,033
Interest on finance leases and hire purchase contracts
22,697
26,137
Total finance costs
487,143
491,190
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
195,654
419,963
Adjustments in respect of prior periods
(12,798)
Total current tax
195,654
407,165
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
8
Taxation
2024
2023
£
£
(Continued)
- 23 -
Deferred tax
Origination and reversal of timing differences
25,472
(88,612)
Total tax charge
221,126
318,553
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
513,132
2,316,671
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
128,283
579,168
Tax effect of expenses that are not deductible in determining taxable profit
85,305
108,216
Tax effect of income not taxable in determining taxable profit
(194,462)
Effect of change in corporation tax rate
-
(79,863)
Group relief
10
Permanent capital allowances in excess of depreciation
(43,820)
Depreciation on assets not qualifying for tax allowances
18,227
7,169
Under/(over) provided in prior years
7,649
(13,063)
Deferred tax adjustments in respect of prior years
25,472
(88,612)
Taxation charge
221,126
318,553
9
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
-
353,705
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 24 -
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 August 2023 and 31 July 2024
1,487,862
Amortisation and impairment
At 1 August 2023
272,721
Amortisation charged for the year
74,393
At 31 July 2024
347,114
Carrying amount
At 31 July 2024
1,140,748
At 31 July 2023
1,215,141
The company had no intangible fixed assets at 31 July 2024 or 31 July 2023.
There are two items included in the above with a carrying amount which are material to the financial statements. The carrying amounts of these items are £315,000 and £316,667 and the remaining amortisation periods are 188 and 189 months, respectively.
Intangible assets held by the group are pledged as security for bank and certain other borrowings of the group under fixed and floating charges.
The amortisation charge is included in Administrative expenses in the Consolidated Statement of Comprehensive Income.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 25 -
11
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 August 2023
6,129,917
273,223
654,757
361,183
146,308
188,077
7,753,465
Additions
2,412,756
29,268
71,957
38,636
129,118
2,681,735
At 31 July 2024
8,542,673
273,223
684,025
433,140
184,944
317,195
10,435,200
Depreciation and impairment
At 1 August 2023
430,520
51,595
168,519
106,734
122,424
54,067
933,859
Depreciation charged in the year
163,936
12,857
41,079
40,701
34,654
55,269
348,496
At 31 July 2024
594,456
64,452
209,598
147,435
157,078
109,336
1,282,355
Carrying amount
At 31 July 2024
7,948,217
208,771
474,427
285,705
27,866
207,859
9,152,845
At 31 July 2023
5,699,397
221,628
486,238
254,449
23,884
134,010
6,819,606
The company had no tangible fixed assets at 31 July 2024 or 31 July 2023.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
11
Tangible fixed assets
(Continued)
- 26 -
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and equipment
227,028
309,382
Fixtures and fittings
33,240
47,998
Motor vehicles
92,501
18,076
Computers
3,112
6,148
355,881
381,604
-
-
Tangible assets held are pledged as security for bank and certain other borrowings of the group under fixed and floating charges.
The depreciation charge is included in Administrative expenses in the Consolidated Statement of Comprehensive Income.
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
3,415,001
3,415,001
Fixed asset investments are pledged as security for bank and certain other borrowings of the group under fixed and floating charges.
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 August 2023 and 31 July 2024
3,415,001
Carrying amount
At 31 July 2024
3,415,001
At 31 July 2023
3,415,001
13
Subsidiaries
Details of the company's subsidiaries at 31 July 2024 are as follows:
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
13
Subsidiaries
(Continued)
- 27 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Gardner Garages Limited
1
Forecourt and convenience retailer
Ordinary shares
100.00
-
Gardner Garages Properties Limited
1
Dormant
Ordinary shares
0
100.00
Gardner Properties (Trowbridge) Ltd
1
Property rental
Ordinary shares
100.00
-
Registered office addresses (all UK unless otherwise indicated):
1
Cheltenham Service Station, Lansdown Road, Cheltenham, Gloucestershire, United Kingdom, GL50 2JA.
14
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
804,838
785,133
Stock held is pledged as security for bank and certain other borrowings of the group under fixed and floating charges.
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Corporation tax recoverable
11,981
11,981
Amounts owed by group undertakings
-
-
19,499
362,999
Other debtors
314,042
354,152
Prepayments and accrued income
150,444
179,225
476,467
545,358
19,499
362,999
Debtors held are pledged as security for bank and certain other borrowings of the group under fixed and floating charges.
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 28 -
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
18
330,607
279,373
Obligations under finance leases
19
131,089
120,220
Other borrowings
18
327,000
327,000
177,000
177,000
Trade creditors
2,453,753
1,626,421
Corporation tax payable
195,654
431,944
Other taxation and social security
179,051
220,574
-
-
Other creditors
89,779
80,293
78,000
78,000
Accruals and deferred income
283,087
516,495
272,392
505,231
3,990,020
3,602,320
527,392
760,231
Other borrowings include £177,000 (2023: £177,000) in Loan Notes due to certain directors.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Other creditors include £nil (2023: £340,000) of unpaid interim dividends due to non-director shareholder voted as at the balance sheet date.
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
2,403,999
2,635,957
Obligations under finance leases
19
212,778
258,302
Other borrowings
18
1,139,918
1,000,386
739,918
1,000,386
3,756,695
3,894,645
739,918
1,000,386
Other borrowings include £739,918 (2023: £1,000,386) in Loan Notes due to certain directors.
Amounts included above which fall due after five years are as follows:
Payable by instalments
1,801,569
1,863,363
-
303,586
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 29 -
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
2,734,606
2,915,330
Other loans
1,466,918
1,327,386
916,918
1,177,386
4,201,524
4,242,716
916,918
1,177,386
Payable within one year
657,607
606,373
177,000
177,000
Payable after one year
3,543,917
3,636,343
739,918
1,000,386
The long-term loans are secured by fixed charges over the freehold properties of the group and by way of a floating charge over all the assets of the group.
There were two bank loans outstanding at the balance sheet date, repayable by monthly capital and interest payments, and due to repaid in May 2026 and January 2034, respectively.
Interest is charged on the bank loans at rates from 2.56% to 2.85% above the Bank of England base rate.
Interest is charged on other loans at rates from 6% to 9% per annum and these are repayable on demand with no fixed repayment date.
Interest is charged at 3.75% above the Bank of England rate of £1,466,918 (2023: £1,327,386) of other loans. These loans are secured over a fixed and floating charge on the group's assets and are repayable at six monthly instalments through to April 2034.
19
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
131,089
120,220
In two to five years
212,778
258,302
343,867
378,522
-
-
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is three years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 30 -
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
217,238
191,766
Deferred tax on fair value adjustments on business combinations
391,044
391,044
608,282
582,810
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 August 2023
582,810
-
Charge to profit or loss
25,472
-
Liability at 31 July 2024
608,282
-
The future reversal of deferred tax liabilities primarily relates to the reversal of deferred tax recognised on fair value adjustments on business combinations in relation to Gardner Retail Ltd's acquisition of the subsidiary undertaking, Gardner Garages Limited.
Other future reversal of deferred tax liabilities relate to the reversal of timing differences on deferred gains on the previous disposal of a freehold garage site and its associated trade by the subsidiary undertaking, Gardner Garages Limited, and timing differences on tangible assets and capital allowances through depreciation.
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
28,598
25,903
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 31 -
22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
650
650
650
650
Ordinary B shares of £1 each
150
150
150
150
Ordinary C shares of £1 each
200
200
200
200
1,000
1,000
1,000
1,000
A Ordinary shares have the right to vote and to receive a dividend after any dividend payable to the holders of C Ordinary shares, in accordance with the company's Articles of Association. On a return of capital, and after payment of any outstanding Loan Notes, the A Ordinary shares have a right to receive in respect of each share held the issue price of each share together with a maximum (in aggregate) of 65% of £3,800,000 plus any accrual or arrears of dividends due. Any amount in excess of £3,800,000, but after adjustment for consideration payable to the holders of the B Ordinary shares in accordance with the company's Articles of Association, will be shared pro-rata by reference to the total of each A and C Ordinary share held. A Ordinary shares are not redeemable.
B Ordinary shares have the right to vote and to receive a dividend after any dividend payable to the holders of C ordinary shares, in accordance with the company's Articles of Association. On a return of capital, and after payment of any outstanding Loan Notes, the B Ordinary shares have a right to receive in respect of each share held the issue price of each share together with a maximum (in aggregate) of 15% of £3,800,000 plus any accrual or arrears of dividends due. In accordance with the company's Articles of Association, B Ordinary shares have a right to such additional amount, it any, in respect of any increase in RPI of £3,800,000. B Ordinary shares are not redeemable.
C Ordinary shares have the right to vote and to receive a total fixed, cumulative preference dividend of £76,000 per annum. On a return of capital, and after payment of any outstanding Loan Notes, the C Ordinary shares have a right to receive in respect of each share held the issue price of each share together with a maximum (in aggregate) of 20% of £3,800,000 plus any accrual or arrears of dividends due. Any amount in excess of £3,800,000, but after adjustment for consideration payable to the holders of the B Ordinary shares in accordance with the company's Articles of Association, will be shared pro-rata by reference to the total of each A and C Ordinary share held. C Ordinary shares are not redeemable.
23
Other reserves
Merger relief reserve
Group
£
At the beginning of the prior year
759,800
At the end of the prior year
759,800
At the end of the current year
759,800
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
23
Other reserves
(Continued)
- 32 -
Merger relief reserve
Company
£
At the beginning of the prior year
759,800
At the end of the prior year
759,800
At the end of the current year
759,800
Merger relief reserve represents the difference between fair value and nominal value of shares issued in a business combination.
24
Merger relief reserve
2024
2023
Group and company
£
£
At the beginning and end of the year
759,800
759,800
Merger relief reserve represents the difference between fair value and nominal value of shares issued in a business combination.
25
Profit and loss reserves
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
3,414,315
1,769,902
1,257,383
435,386
Profit for the year
292,006
1,998,118
149,807
1,175,702
Dividends
-
(353,705)
-
(353,705)
At the end of the year
3,706,321
3,414,315
1,407,190
1,257,383
Retained earnings include all current period retained profits and losses.
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 33 -
26
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
131,089
120,220
-
-
Between two and five years
128,086
259,175
-
-
259,175
379,395
-
-
27
Related party transactions
Certain directors have given personal guarantees over leases of premises for forecourt sites.
28
Directors' transactions
Mr C and Mrs S Gardner (the "named directors")
At the balance sheet date, a balance due and outstanding to the company by the named directors of £nil. (2023: £nil). During the year £600,468 (2023: £509,600 ) was advanced to and £600,468 (2023: £169,000 ) was repaid by the named directors. Interest of £Nil (2023: £Nil) was charged at a rate of 2% on balances due by the named directors to the company. Balances outstanding and due are unsecured and repayable on demand, with no fixed repayment date.
As at the balance sheet date, loan notes amounting to £916,918.31 (2023: £1,177,386) are outstanding and due by the group and company to the named directors. Loan notes are repayable at six monthly intervals through to April 2034. Interest has been accrued at 3.5% over the Bank of England base rate totalling £107,161 (2023: £141,117 at 3.5% above the Bank of England base rate) on these loan notes, in line with the terms, and is held in accruals for the group and company as at the balance sheet date.
Dividends totalling £nil (2023: £121,000) were paid in the year in respect of shares held by the company's directors.
29
Contingent liabilities
As at the balance sheet date, the group had no contingent liabilities (2023: £0).
The company has provided guarantees over bank loans in the subsidiary, Gardner Garages Limited. As at the balance sheet date, the maximum extent of these guarantees was £3,776,600 (2023: £2,915,330).
GARDNER RETAIL LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 34 -
30
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
292,007
1,998,118
Adjustments for:
Taxation charged
221,126
318,553
Finance costs
487,143
491,190
Investment income
(6,000)
Gain on disposal of tangible fixed assets
-
(674,306)
Amortisation and impairment of intangible assets
74,393
87,643
Depreciation and impairment of tangible fixed assets
348,496
301,032
Movements in working capital:
(Increase)/decrease in stocks
(19,705)
55,446
Decrease/(increase) in debtors
20,706
(9,473)
Increase/(decrease) in creditors
561,887
(333,128)
Cash generated from operations
1,980,053
2,235,075
31
Analysis of changes in net debt - group
1 August 2023
Cash flows
31 July 2024
£
£
£
Cash at bank and in hand
2,889,652
(1,642,432)
1,247,220
Borrowings excluding overdrafts
(4,242,716)
41,192
(4,201,524)
Obligations under finance leases
(378,522)
34,655
(343,867)
(1,731,586)
(1,566,585)
(3,298,171)
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