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Registration number: 00598417

The National Guild of SPAR Limited
(A company limited by guarantee)
Annual Report and Financial Statements
for the Year Ended 30 April 2025

The National Guild of SPAR Limited

Contents

Company Information | 1
Directors' Report | 2 to 3
Statement of Directors' Responsibilities | 4
Independent Auditor's Report | 5 to 8
Profit and Loss Account and Statement of Retained Earnings | 9
Balance Sheet | 10
Notes to the Financial Statements | 11 to 13

The National Guild of SPAR Limited

Company Information

Directors | B Straiton J P Taylor P Dodding M Cleary M Teague J Taylor- Green MDW Hall P Stone P A M McBride P J Doody T Blakemore D Sands M T N Fletcher

Registered office | Mezzanine Floor Hygeia Building 66-68 College Road Harrow Middlesex HA1 1BE

Auditors | MG Audit Services Limited Chartered Accountants and Registered Auditors 166 College Road Harrow Middlesex HA1 1BH

The National Guild of SPAR Limited

Directors' Report for the Year Ended 30 April 2025

The directors present their report and the financial statements for the year ended 30 April 2025.

Principal activity

The Principle activities of the company are to promote and foster co-operation between SPAR regional distribution companies and retail members of SPAR, in particular the National Guild of SPAR Limited considers and advises upon the group marketing and advertising strategy, retail development, administers the SPAR Benevolent and Charitable Funds, arranges annual conventions and study tours and represents the United Kingdom SPAR retailers at Inter-SPAR meetings.
The company does not carry out any trading activities. It does not have a share capital and is limited by guarantee. the company aims to make neither a profit nor a loss.

Directors of the company

The directors who held office during the year were as follows:

M Boardman (ceased 7 March 2025)

B Straiton

L Drake (ceased 23 May 2025)

J P Taylor

P Dodding

M Cleary

M Teague

J Taylor- Green

MDW Hall

P Stone

D Jelfs (ceased 7 March 2025)

P A M McBride

P J Doody

D Sands

The following directors were appointed after the year end:

T Blakemore (appointed 23 May 2025)

M T N Fletcher (appointed 25 May 2025)

Going concern

The financial statements have been prepared on a going concern basis as the directors have obtained commitment of support for the foreseeable future from the SPAR UK Limited. As the company is the part of SPAR UK Limited (a group company) and it is the opinion of the directors that the group has sufficient resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the annual report and the financial statements.

Post balance sheet events

The National Guild of SPAR Limited

Directors' Report for the Year Ended 30 April 2025

Louis Richard Drake has resigned from the Board of Directors on 23 May 2025.
Tomas Bkalemore and Michael Thomas Neil Fletcher appointted as direcors on 23 May and 25 May 2025 respectively.
There have been no significant events affecting the Company since the year end.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 30 September 2025 and signed on its behalf by:

......................................... MDW Hall Director

The National Guild of SPAR Limited

Statement of Directors' Responsibilities

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the surplus or deficit of the company for that period.
In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The National Guild of SPAR Limited

Independent Auditor's Report to the Members of The National Guild of SPAR Limited

Opinion

We have audited the financial statements of The National Guild of SPAR Limited (the 'company') for the year ended 30 April 2025, which comprise the Profit and Loss Account and Statement of Retained Earnings, Balance Sheet, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 Section 1A '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 company's affairs as at 30 April 2025 and of its loss 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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 director's 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

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

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

We have nothing to report in this regard.

The National Guild of SPAR Limited

Independent Auditor's Report to the Members of The National Guild of SPAR Limited

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• | the financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit; or
• | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor 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:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, we considered the following:

The National Guild of SPAR Limited

Independent Auditor's Report to the Members of The National Guild of SPAR Limited

(1) Enquiries of management, including obtaining and reviewing supporting documentation, concerning the company's policies and procedures relating to: - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and - the internal controls established to mitigate risks related to fraud or non-compliance of laws and regulations; and
(2) Discussions among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and FRS 102.
As a result of these procedures, we considered the particular areas that were susceptible to misstatement due to fraud was management override. Our procedures to respond to risks identified included the following:
(1) Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
(2) Enquiring of management concerning actual and potential litigation and claims;
(3) Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
(4) In addressing the risk of fraud through management override of controls, testing the appropriateness of any journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the rationale of any significant transactions that are unusual or outside the normal course of the company's operations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

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

The National Guild of SPAR Limited

Independent Auditor's Report to the Members of The National Guild of SPAR Limited

......................................
Gavin Fernandes, FCA, CTA (Senior Statutory Auditor)
For and on behalf of MG Audit Services Limited, Statutory Auditor
166 College Road
Harrow
Middlesex
HA1 1BH

15 October 2025

The National Guild of SPAR Limited

Profit and Loss Account and Statement of Retained Earnings for the Year Ended 30 April 2025

| Note | 2025 £ | 2024 £
Turnover |  | 214,568 | 236,964
Administrative expenses |  | (224,718) | (271,548)
Operating deficit |  | (10,150) | (34,584)
Other interest receivable and similar income |  | 2,917 | 17,827
|  | 2,917 | 17,827
Deficit before tax |  | (7,233) | (16,757)
Taxation |  | (554) | (3,347)
Deficit for the financial year |  | (7,787) | (20,104)
Retained earnings brought forward |  | 312,328 | 332,432
Retained earnings carried forward |  | 304,541 | 312,328

The National Guild of SPAR Limited

(Registration number: 00598417)
Balance Sheet as at 30 April 2025

| Note | 2025 £ | 2024 £
Current assets |  |  |
Debtors | 5 | 46,463 | 20,448
Cash at bank and in hand |  | 306,416 | 364,304
|  | 352,879 | 384,752
Creditors: Amounts falling due within one year | 6 | (48,338) | (72,424)
Net assets |  | 304,541 | 312,328
Reserves |  |  |
Retained earnings |  | 304,541 | 312,328
Surplus |  | 304,541 | 312,328

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account and Directors' Report.

Approved and authorised by the Board on 30 September 2025 and signed on its behalf by:

......................................... MDW Hall Director

The National Guild of SPAR Limited

Notes to the Financial Statements for the Year Ended 30 April 2025

1 | General information

The company is a company limited by guarantee, incorporated in England and Wales, registration number 00598417.

The address of its registered office is:
Mezzanine Floor
Hygeia Building
66-68 College Road
Harrow
Middlesex
HA1 1BE

These financial statements were authorised for issue by the Board on 30 September 2025.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies. The financial satements are prepared in sterling (£), which is the functional currency of the entity.

Adjusting events after the financial period

Louis Richard Drake has resigned from the Board of Directors on 23 May 2025. Tomas Bkalemore and Michael Thomas Neil Fletcher appointted as direcors on 23 May and 25 May 2025 respectively. There have been no significant events affecting the Company since the year end.

Revenue recognition

Revenue includes capitation fees recievable from members during the period exclusive of VAT.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

The National Guild of SPAR Limited

Notes to the Financial Statements for the Year Ended 30 April 2025

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

3 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was 15 (2024 - 15).

4 | Taxation

Business is not treated as trading for taxation purposes. Corporation tax is payable on interest income received from group investment of SPAR -UK.

Tax charged/(credited) in the profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 554 | 3,347

The National Guild of SPAR Limited

Notes to the Financial Statements for the Year Ended 30 April 2025

5 | Debtors

| 2025 £ | 2024 £
Prepayments | 46,463 | 20,448
| 46,463 | 20,448

6 | Creditors

Creditors: amounts falling due within one year

| 2025 £ | 2024 £
Due within one year |  |
Taxation and social security | 12,733 | 9,015
Accruals and deferred income | 35,605 | 63,409
| 48,338 | 72,424

7 | Related party transactions

Summary of transactions with key management

The National Guild of SPAR Limited works closely with SPAR (UK) Limited collects capitation fees on behalf of The National Guild of SPAR Limited, and provides a number of other services to the National Guild of SPAR Limited; a management charge is levied for the provision of these services of £23,500 (2024: £23,500). Amount still outstanding at year-end were £23,500 (2024: £Nil).
No directors were reimbursed for any out of pocket expenses incurred in attending board meetings and charity balls. There is no outstanding balance with the directors.
The is no transaction with the related party outside normal course of business and there were no write-offs of debts due to or for related parties.