REGISTERED NUMBER: NI604133 (Northern Ireland)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 August 2025

for

Coolmar Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Statement of Directors' Responsibilities

5

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Cash Flow Statement

14

Notes to the Cash Flow Statement

15

Notes to the Financial Statements

16

DIRECTORS:

Ms M J Henry

Mr P McCool

REGISTERED OFFICE:

14 Antrim Road

Ballymena

Co. Antrim

BT42 2BJ

REGISTERED NUMBER:

NI604133 (Northern Ireland)

AUDITORS:

M.B.McGrady & Co

Chartered Accountants

Statutory Auditors

Suite 2B

Cadogan House

322 Lisburn Road

Belfast

Co. Antrim

BT9 6GH

The directors present their strategic report for the year ended 31 August 2025.

FAIR REVIEW OF BUSINESS

The Company operates under an informal franchise agreement with Musgrave Retail Partners NI Limited in relation to operating a supermarket from premises at 2 Ballymena Road, Ballymoney.

During the year the main activities of the company remained unchanged and the directors anticipate that any future developments would relate to these activities.

Turnover for the year to amounted to £13,772,394 and profit before tax was £208,045. The directors are satisfied with the results for the year.

The company's key financial and other performance indicators during the year were as follows:

Unit

2025

2024

Turnover

£'000

13,772

13,816

Gross Margin

%

19

19

Profit before Tax

£'000

208

212

PRINCIPAL RISKS AND UNCERTAINTIES

In addition to the general economic environment, the management of the business and the execution of the company's strategy are subject to a number of risks and uncertainties.

The grocery and fuel market remains highly competitive, with a background of significant cost pressures with the direct impact of living wage increases and energy costs on the sector. The company seeks to manage the risk of erosion of its core consumer base by providing best in class facilities and services together with competitively priced products.

The directors continue to monitor the risks and challenges presented by the market but remain confident that their strong local convenience credentials will provide a strong foundation to maximise trading opportunities as consumer trends switch to more local core grocery and fresh food convenience shopping.

ON BEHALF OF THE BOARD:

Director

27 May 2026

The directors present their report with the financial statements of the company for the year ended 31 August 2025.

PRINCIPAL ACTIVITY

The principal activity of the company is grocery and fuel retailing.

DIVIDENDS

During the year the directors paid an interim dividend amounting to £114,400 - (2024 : £141,950). The directors do not recommend the payment of a final dividend for the year.

DIRECTORS

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

Ms M J Henry

Mr P McCool

FINANCIAL INSTRUMENTS

Objectives and policies

The company's operations expose it to a variety of financial risks that include the effects of changes in debt market prices, credit risk, liquidity risk and interest rate risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company. Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk to a sub-committee.

Price risk, credit risk, liquidity risk and cash flow risk

Foreign exchange risk - The majority of the company's revenues and expenses are denominated in sterling and the company has minimal exposure to foreign exchange risk.

Credit risk - The majority of transactions are paid for at time of purchase. The company has implemented policies that require appropriate credit checks on potential customers before sales are made.

Liquidity risk - The company actively maintains a mixture of long-term and short term debt finance that is designed to ensure the company has sufficient available funds for operations and planned expansions.

Interest rate cash flow risk - The future cashflows of the company's operations are not sufficiently at risk due to interest rate changes to require funding at fixed rate.

POLITICAL DONATIONS AND EXPENDITURE

The company made donations of £3,443 (2024 £3,604) in the year.

GOING CONCERN

At the time of approving the financial statements, the directors have a reasonable expectation that the company 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

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, M.B.McGrady & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr P McCool - Director

27 May 2026

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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.

Opinion

We have audited the financial statements of Coolmar Ltd (the 'company') for the year ended 31 August 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 August 2025 and of its 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 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 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 Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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.

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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In assessing and detecting irregularities such as fraud and non-compliance with laws and regulations we considered the following:

- the matters discussed among the audit engagement team and any other relevant professionals regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;

- the nature of the industry and any laws and regulations applicable to the company and the industry;

- the company's own assessment of the risk of fraud and other irregularities;

- company's policies and procedures in relation to:

- how they identify and comply with all relevant laws and regulations and whether they are aware of any non-compliance

- how they detect and respond to risks of fraud and their knowledge of any actual, suspected or alleged fraud;

- control environment within the company and how this mitigates risks of fraud and instances of non-compliance with laws and regulations;

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to asset valuations. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

In response to the risk of material misstatement through irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- ensuring the engagement team had the appropriate knowledge and expertise in order to be able to identify and recognise any instances of fraud or non-compliance with laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and management and from our knowledge and experience of the sector;

- ensuring the audit was carried out with a level of professional scepticism;

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- enquiring of management concerns of actual and potential litigation and claims;

- agreeing the financial statement disclosures to underlying supporting documentation to assess compliance with relevant laws and regulations;

- reviewing correspondence with HMRC and other relevant regulators and the company's legal advisors.

To address the risk of fraud through management bias and override of controls, we:

- examine paid cheques and verification of the existence of employees;

- perform analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- obtain an understanding of provisions eg stock valuation and recoverability of debtors;

- test the appropriateness of journal entries and other adjustments

- assess whether the judgements made in making accounting estimates are indicative of a potential bias and - - evaluate the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and significant component audit teams, and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Conaill McGrady (Senior Statutory Auditor)

for and on behalf of M.B.McGrady & Co

Chartered Accountants

Statutory Auditors

Suite 2B

Cadogan House

322 Lisburn Road

Belfast

Co. Antrim

BT9 6GH

27 May 2026

TURNOVER

13,772,394

13,816,012

Cost of sales

(11,168,731

)

(11,244,202

)

GROSS PROFIT

2,603,663

2,571,810

Administrative expenses

(2,395,618

)

(2,359,339

)

OPERATING PROFIT and

PROFIT BEFORE TAXATION

208,045

212,471

Tax on profit

5

(51,382

)

(52,516

)

PROFIT FOR THE FINANCIAL YEAR

156,663

159,955

PROFIT FOR THE YEAR

156,663

159,955

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

156,663

159,955

CURRENT ASSETS

Stocks

7

495,215

491,674

Debtors

8

603,123

324,543

Cash at bank and in hand

335,135

574,393

1,433,473

1,390,610

CREDITORS

Amounts falling due within one year

9

1,269,935

1,258,830

NET CURRENT ASSETS

163,538

131,780

TOTAL ASSETS LESS CURRENT LIABILITIES

163,538

131,780

CREDITORS

Amounts falling due after more than one year

10

-

10,505

NET ASSETS

163,538

121,275

CAPITAL AND RESERVES

Called up share capital

12

100

100

Retained earnings

13

163,438

121,175

SHAREHOLDERS' FUNDS

163,538

121,275

The financial statements were approved by the Board of Directors and authorised for issue on 27 May 2026 and were signed on its behalf by:

Mr P McCool - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 September 2023

100

103,170

103,270

Changes in equity

Dividends

-

(141,950

)

(141,950

)

Total comprehensive income

-

159,955

159,955

Balance at 31 August 2024

100

121,175

121,275

Changes in equity

Dividends

-

(114,400

)

(114,400

)

Total comprehensive income

-

156,663

156,663

Balance at 31 August 2025

100

163,438

163,538

Cash flows from operating activities

Cash generated from operations

1

(62,142

)

85,382

Tax paid

(52,555

)

(24,615

)

Net cash from operating activities

(114,697

)

60,767

Cash flows from financing activities

Loan repayments in year

(10,303

)

(9,994

)

Amount introduced by directors

142

-

Amount withdrawn by directors

-

(410

)

Equity dividends paid

(114,400

)

(141,950

)

Net cash from financing activities

(124,561

)

(152,354

)

Decrease in cash and cash equivalents

(239,258

)

(91,587

)

Cash and cash equivalents at beginning of year

2

574,393

665,980

Cash and cash equivalents at end of year

2

335,135

574,393

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

31/8/25

31/8/24

£

£

Profit for the financial year

156,663

159,955

Taxation

51,382

52,516

208,045

212,471

Increase in stocks

(3,541

)

(40,732

)

Increase in trade and other debtors

(278,580

)

(94,850

)

Increase in trade and other creditors

11,934

8,493

Cash generated from operations

(62,142

)

85,382

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 31 August 2025

31/8/25

1/9/24

£

£

Cash and cash equivalents

335,135

574,393

Year ended 31 August 2024

31/8/24

1/9/23

£

£

Cash and cash equivalents

574,393

665,980

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/9/24

Cash flow

At 31/8/25

£

£

£

Net cash

Cash at bank and in hand

574,393

(239,258

)

335,135

574,393

(239,258

)

335,135

Debt

Debts falling due within 1 year

(10,247

)

(202

)

(10,449

)

Debts falling due after 1 year

(10,505

)

10,505

-

(20,752

)

10,303

(10,449

)

Total

553,641

(228,955

)

324,686

1.	STATUTORY INFORMATION

Coolmar Ltd is a private company, limited by shares , registered in Northern Ireland. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

31/8/25

31/8/24

£

£

Wages and salaries

1,205,134

1,257,575

Social security costs

92,159

79,533

Other pension costs

21,791

22,858

1,319,084

1,359,966

The average number of employees during the year was as follows:

31/8/25

31/8/24

Administration and support

5

5

Sales, marketing and distribution

62

65

67

70

31/8/25

31/8/24

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

31/8/25

31/8/24

£

£

Other operating leases

259,000

259,000

The audit of the company's annual accounts

4,800

4,800

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31/8/25

31/8/24

£

£

Current tax:

UK corporation tax

51,382

52,516

Tax on profit

51,382

52,516

6.

DIVIDENDS

31/8/25

31/8/24

£

£

Interim

114,400

141,950

7.

STOCKS

31/8/25

31/8/24

£

£

Stocks

495,215

491,674

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/8/25

31/8/24

£

£

Trade debtors

11,831

14,151

Other debtors

461,309

195,848

Prepayments and accrued income

129,983

114,544

603,123

324,543

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/8/25

31/8/24

£

£

Bank loans and overdrafts (see note 11)

10,449

10,247

Trade creditors

797,133

793,196

Tax

51,382

52,555

PAYE and NIC Creditor

24,380

20,122

VAT

46,929

47,562

Other creditors

(311

)

443

Directors' current accounts

163

21

Accruals and deferred income

339,810

334,684

1,269,935

1,258,830

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31/8/25

31/8/24

£

£

Bank loans (see note 11)

-

10,505

11.

LOANS

An analysis of the maturity of loans is given below:

31/8/25

31/8/24

£

£

Amounts falling due within one year or on demand:

Bank loans

10,449

10,247

Amounts falling due between one and two years:

Bank loans - 1-2 years

-

10,505

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/8/25

31/8/24

value:

£

£

100

Ordinary

1.00

100

100

13.

RESERVES

Retained

earnings

£

At 1 September 2024

121,175

Profit for the year

156,663

Dividends

(114,400

)

At 31 August 2025

163,438

14.	RELATED PARTY TRANSACTIONS

Summary of transactions with entities with joint control or significant interest

The company operates under a franchisee agreement with Musgrave Retail Partners NI Limited.

All amounts owing to Musgrave Retail Partners NI Ltd are secured by way of a fixed and floating charge over the assets of the company.

Summary of transactions with other related parties

Coolmar Kells Limited & The Phoenix Ballymena Ltd are companies controlled by the directors.

Costs are recharged to the Phoenix Ballymena Ltd and Coolmar Kells Ltd in respect of services provided during the year.

At the balance sheet date the amount due by The Phoenix Ballymena Ltd was £450,201 - (2024 - £73,043)

At the balance sheet date the amount due by Coolmar Kells Limited was £3,197 - (2024 - £83)

15.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Peter McCool and Marie Henry.