REGISTERED NUMBER: 08507095 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 28 February 2025

for

QD Commercial Group Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

14

DIRECTORS:

N D Rubins

J R Collins

P R Fairley

K J Ottolangui

Mrs S Rubins

D Rubins (Chairman)

Mrs N Waterman

REGISTERED OFFICE:

Westbridge Lodge

Pendock Lane

Bradmore

Nottingham

Nottinghamshire

NG11 6PQ

REGISTERED NUMBER:

08507095 (England and Wales)

AUDITORS:

Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

Alexandra House

43 Alexandra St

Nottingham

Nottinghamshire

NG5 1AY

SOLICITORS:

Freeths LLP

80 Mount Street

Nottingham

NG1 6HH

The directors present their strategic report of the company and the group for the year ended 28 February 2025.

REVIEW OF BUSINESS

The strategic plan for the QD Commercial Group continues to build momentum and the directors are delighted to announce continued growth above and beyond budgets in both turnover and profit. The business is actively looking to acquire more garden centres, destination and market town stores.

The Group continues to outperform through its unique offer across all brands of 'value guaranteed.'

PRINCIPAL RISKS AND UNCERTAINTIES

The key business risks and uncertainties affecting the business of the group include its ability to continue its expansion, both geographically and in specific areas of trade. Competition from other retailers is also a source of future risk and uncertainty, particularly so in the case of High Street stores.

The group has been successful in recent years in expanding the volume of stocks sourced from abroad, including own brands. This activity exposes the group to certain foreign exchange fluctuations, but this risk has been largely eliminated by the forward purchasing of foreign currencies. All of these risks impact, either directly or indirectly, the financial results and position of QD Commercial Group Holdings Limited and its group.

All of these risks impact, either directly or indirectly, the financial results and position of QD Commercial Group Holdings Limited and its group.

SECTION 172(1) STATEMENT

The directors of the company and group must act in accordance with a set of general duties, as detailed in section 172 of the UK Companies Act 2006. The directors fulfil these duties as follows:

Risk management

The group has a long-term strategic plan that effectively identifies, evaluates and mitigates the risks which it faces, ensuring they are sufficiently considered and, if applicable, hedged against for the future. The directors will invariably delegate day-to-day management and decision making to executive management, but will ensure that management is acting in accordance with the strategy and plans agreed by the board.

The interest of the company's employees

The board recognises that employees are central to the long-term success of the company. The company systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests.

Business relationships with suppliers, customers and others

The group employs dedicated relationship managers to foster these relationships which also ensures the board has a high degree of visibility to take stakeholder considerations into account.

Community and environment

The group's approach is to use its position of strength to ensure it is an asset to the communities and people with which it interacts. The group strives to create positive change in reducing the environmental impact of its business.

ANALYSIS OF KEY PERFORMANCE INDICATORS

The Board look at turnover, margins and profitability when monitoring business performance.

Group turnover for the year decreased by 0.2% to £117,966,000 and group net profit before tax, but after exceptional costs, decreased to £3,813,000. Margins for the year were in line with the Board's expectations.

The Board also consider key statement of financial position areas in order to understand the financial position of the group, and this shows a net assets position of £71,863,000. This is higher than the comparative year, and includes a significant change in the market value of revalued property assets as adjusted for deferred taxation. The company itself achieved a net profit before tax of £1,397,000 for the year, and at the year end the company's net assets were £34,093,000, an increase of 1.5%. The group's profitability is expected to increase further over the next few years as it emerges from its transitional period and the strategic plans and investments over the last few years take effect.

ON BEHALF OF THE BOARD:

N D Rubins - Director

1 October 2025

The directors present their report with the financial statements of the company and the group for the year ended 28 February 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of buying, stock holding and administrative services to other companies within the group. The principal activity of the group is the retailing of general and seasonal value merchandise.

DIVIDENDS

Interim dividends were declared during the year as disclosed in the notes to the financial statements. The directors also recommend final dividends for the year as detailed in the notes to the financial statements.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 March 2024 to the date of this report.

N D Rubins

J R Collins

P R Fairley

K J Ottolangui

Mrs S Rubins

D Rubins (Chairman)

Mrs N Waterman

PROFESSIONAL INDEMNITY INSURANCE

The company and group take out indemnity insurance on behalf of the directors.

ENGAGEMENT WITH EMPLOYEES

It is the company's and group's policy to provide equal opportunities to all employees and this policy applies to existing and prospective employees. The company and group provide appropriate training at all levels and endeavour to assist employees to acquire skills and experience which enable them to fulfil their role and to develop their potential.

The company and group are committed to communication with employees by keeping them informed of performance and progress through briefings by management and the directors.

Full and fair consideration is given to applications for employment made by disabled persons, having regard to their particular abilities and career development is encouraged on the basis of their aptitude and ability. Employees becoming disabled will, wherever possible, be retained in employment and retrained if necessary.

STREAMLINED ENERGY AND CARBON REPORTING

2025 2024

£ £

Energy consumption used to calculate emissions (kWh) 14,454,826 13,699,831

Scope 1 (emissions in metric tonnes CO2e)

Natural gas consumption 759 755

Heating oil consumption 516 525

Fuel for transport purposes 61 78

Scope 2 (emissions in metric tonnes CO2e)

Purchased electricity 1,455 1,552

Scope 3 (emissions in metric tonnes CO2e)

Business travel in rental cars or employee owned vehicles 217 159

Total gross emissions in metric tonnes (CO2e) 3,007 3,069

Intensity ratio (tonnes CO2e based on the above) 25 26

Quantification and reporting methodology

The emissions disclosures above have been prepared in accordance with the provisions of the 'GHG Reporting Protocol - Corporate Standard' and HM Government 'Environmental Reporting Guidelines including streamlined energy and carbon reporting guidance' issued March 2019. The UK Government greenhouse gas reporting conversion factors for 2024/2025 were used in preparing this information.

Measures taken to improve energy efficiency:

The Company has implemented daily monitoring of half hourly data plus the company has a continued programme of rolling out LED lighting across the estate.

DISCLOSURE IN THE STRATEGIC REPORT

The directors have prepared a review of the business, together with a summary of the principal risks and uncertainties affecting the company, and these are detailed within the Strategic Report. The report includes an explanation of the company and group's financial risk management policies.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

N D Rubins - Director

1 October 2025

Opinion

We have audited the financial statements of QD Commercial Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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 of the parent company affairs as at 28 February 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 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 Statement of Directors' Responsibilities set out on page four, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

Our approach included obtaining an understanding of the legal and regulatory frameworks that are applicable to the company and we determined those that are most significant. Based on the results of our risk assessment we designed audit procedures to identify non-compliance with such laws and regulations. The specific procedures included enquiry of management and those charged with governance around actual and potential litigation and claims.

In addition, and based on the results of our risk assessment we designed audit procedures to identify and address material misstatements in relation to fraud. Specifically we considered the risk of fraud through management override that may lead to a misappropriation of assets or inappropriate financial reporting. In response, we performed audit work over the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Steven Newman LLB BFP FCA (Senior Statutory Auditor)

for and on behalf of Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

Alexandra House

43 Alexandra St

Nottingham

Nottinghamshire

NG5 1AY

1 October 2025

TURNOVER

4

117,966

118,240

Cost of sales

69,463

71,223

GROSS PROFIT

48,503

47,017

Distribution costs

25,769

23,191

Administrative expenses

21,348

21,429

47,117

44,620

1,386

2,397

Other operating income

3,587

3,783

OPERATING PROFIT

6

4,973

6,180

Interest receivable and similar income

24

5

4,997

6,185

Interest payable and similar expenses

7

1,184

1,169

PROFIT BEFORE TAXATION

3,813

5,016

Tax on profit

8

884

1,004

PROFIT FOR THE FINANCIAL YEAR

2,929

4,012

OTHER COMPREHENSIVE INCOME

Revaluation of tangible fixed assets

8,161

5,774

Deferred taxation on revalued properties

(2,112

)

(2,166

)

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

6,049

3,608

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

8,978

7,620

Profit attributable to:

Owners of the parent

2,929

4,012

Total comprehensive income attributable to:

Owners of the parent

8,978

7,620

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

94,939

85,026

Investments

13

1,038

500

95,977

85,526

CURRENT ASSETS

Stocks

14

19,661

18,912

Debtors

15

2,162

2,094

Cash at bank

391

380

22,214

21,386

CREDITORS

Amounts falling due within one year

16

19,859

19,740

NET CURRENT ASSETS

2,355

1,646

TOTAL ASSETS LESS CURRENT LIABILITIES

98,332

87,172

CREDITORS

Amounts falling due after more than one year

17

(16,122

)

(15,233

)

PROVISIONS FOR LIABILITIES

21

(10,347

)

(8,177

)

NET ASSETS

71,863

63,762

CAPITAL AND RESERVES

Called up share capital

22

68

68

Revaluation reserve

23

20,653

14,604

Capital redemption reserve

23

5

5

Merger reserve

23

1,042

1,042

Retained earnings

23

50,095

48,043

SHAREHOLDERS' FUNDS

71,863

63,762

The financial statements were approved by the Board of Directors and authorised for issue on 1 October 2025 and were signed on its behalf by:

N D Rubins - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

2,122

2,385

Investments

13

1,038

500

3,160

2,885

CURRENT ASSETS

Stocks

14

6,148

5,623

Debtors

15

64,453

64,424

Cash at bank

391

380

70,992

70,427

CREDITORS

Amounts falling due within one year

16

23,937

24,506

NET CURRENT ASSETS

47,055

45,921

TOTAL ASSETS LESS CURRENT LIABILITIES

50,215

48,806

CREDITORS

Amounts falling due after more than one year

17

16,122

15,233

NET ASSETS

34,093

33,573

CAPITAL AND RESERVES

Called up share capital

22

68

68

Retained earnings

23

34,025

33,505

SHAREHOLDERS' FUNDS

34,093

33,573

Company's profit/(loss) for the financial year

1,397

(7,956

)

The financial statements were approved by the Board of Directors and authorised for issue on 1 October 2025 and were signed on its behalf by:

N D Rubins - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£'000

£'000

£'000

Balance at 1 March 2023

68

45,011

10,996

Changes in equity

Dividends

-

(980

)

-

Total comprehensive income

-

4,012

3,608

Balance at 29 February 2024

68

48,043

14,604

Changes in equity

Dividends

-

(877

)

-

Total comprehensive income

-

2,929

6,049

Balance at 28 February 2025

68

50,095

20,653

Capital

redemption

Merger

Total

reserve

reserve

equity

£'000

£'000

£'000

Balance at 1 March 2023

5

1,042

57,122

Changes in equity

Dividends

-

-

(980

)

Total comprehensive income

-

-

7,620

Balance at 29 February 2024

5

1,042

63,762

Changes in equity

Dividends

-

-

(877

)

Total comprehensive income

-

-

8,978

Balance at 28 February 2025

5

1,042

71,863

Called up

share

Retained

Total

capital

earnings

equity

£'000

£'000

£'000

Balance at 1 March 2023

68

42,441

42,509

Changes in equity

Dividends

-

(980

)

(980

)

Total comprehensive income

-

(7,956

)

(7,956

)

Balance at 29 February 2024

68

33,505

33,573

Changes in equity

Dividends

-

(877

)

(877

)

Total comprehensive income

-

1,397

1,397

Balance at 28 February 2025

68

34,025

34,093

Cash flows from operating activities

Cash generated from operations

1

6,103

8,709

Interest paid

(1,181

)

(1,165

)

Finance costs paid

(3

)

(4

)

Tax paid

(468

)

(679

)

Net cash from operating activities

4,451

6,861

Cash flows from investing activities

Purchase of tangible fixed assets

(3,675

)

(6,833

)

Purchase of fixed asset investments

(500

)

-

Sale of tangible fixed assets

35

138

Interest received

24

5

Net cash from investing activities

(4,116

)

(6,690

)

Cash flows from financing activities

New loans in year

2,000

16,000

Capital repayments in year

(45

)

304

Repayment of borrowings

(1,050

)

(14,285

)

Equity dividends paid

(977

)

(580

)

Net cash from financing activities

(72

)

1,439

Increase in cash and cash equivalents

263

1,610

Cash and cash equivalents at beginning of year

2

(1,202

)

(2,812

)

Cash and cash equivalents at end of year

2

(939

)

(1,202

)

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£'000

£'000

Profit before taxation

3,813

5,016

Depreciation charges

1,881

1,869

Loss on disposal of fixed assets

7

85

(Decrease)/increase in deferred income

58

1

Fair value gain on listed investments

(38

)

-

Finance costs

1,184

1,169

Finance income

(24

)

(5

)

6,881

8,135

(Increase)/decrease in stocks

(749

)

1,818

Increase in trade and other debtors

(408

)

(185

)

Increase/(decrease) in trade and other creditors

379

(1,059

)

Cash generated from operations

6,103

8,709

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 28 February 2025

28.2.25

1.3.24

£'000

£'000

Cash and cash equivalents

391

380

Bank overdrafts

(1,330

)

(1,582

)

(939

)

(1,202

)

Year ended 29 February 2024

29.2.24

1.3.23

£'000

£'000

Cash and cash equivalents

380

367

Bank overdrafts

(1,582

)

(3,179

)

(1,202

)

(2,812

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.3.24

Cash flow

At 28.2.25

£'000

£'000

£'000

Net cash

Cash at bank

380

11

391

Bank overdrafts

(1,582

)

252

(1,330

)

(1,202

)

263

(939

)

Debt

Finance leases

(785

)

45

(740

)

Debts falling due within 1 year

(1,400

)

-

(1,400

)

Debts falling due after 1 year

(14,735

)

(950

)

(15,685

)

(16,920

)

(905

)

(17,825

)

Total

(18,122

)

(642

)

(18,764

)