Caseware UK (AP4) 2025.0.111 2025.0.111 2026-05-01 2026-05-01 2026-05-01 2026-05-01 The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. All amounts in the financial statements have been rounded to the nearest £'000.The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3). The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notification of, and no objection to, the use of exemptions by the company's shareholders. The company has taken advantage of the following exemptions: The preparation of a statement of cash flows under FRS 102 paragraph 1.12(b), on the basis that it is a qualifying entity and that the company's cash flows are included in the consolidated financial statements; Disclosure of financial instruments, required under FRS 102 paragraphs l1.39 to l1.48A and paragraphs 12.26 to 12.29, as the information is provided in the consolidated financial statements; and Disclosure of the company key management personnel compensation, as required by FRS 102 paragraph 33.7, as this information is provided in the consolidated financial statements.0 Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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. The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Investments in non-derivative instruments that are equity to the issuer are measured: at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably; at cost less impairment for all other investments.Allowance for impairment of debtors The Group estimates the allowance for doubtful trade and group debtors based on assessment of specific accounts where the Group has objective evidence comprising default in payment terms or significant financial difficulty that certain customers and/or group undertakings are unable to meet their financial obligations. In these cases, judgement used was based on the best available facts and circumstances including but not limited to, the length of relationship. Impairment of investments Determining whether the carrying value of the financial assets have been impaired requires an estimation of the value in use of the Group's investment in subsidiaries. The value in use calculation requires the directors to estimate the future cash flows expected to arrive from these assets and a suitable discount in order to calculate present value. After reviewing these calculations, the directors have determined that £Nil impairment has arisen.The group has availed of the exemption in FRS 102 Section 33, Paragraph 33.1A which allows non-disclosure of transactions between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member. During the year the directors entered into the following advances and credits with the group and company. Key management in the current and prior years are considered to be the board of directors. Details of directors' remuneration (which is also the remuneration of key management personnel) is set out in note 8.true true 0 true true true Holding company 2025-01-01 false 0 false NI688094 2025-12-31 NI688094 2025-01-01 2025-12-31 NI688094 2024-01-01 2024-12-31 NI688094 2024-12-31 NI688094 2024-01-01 NI688094 1 2025-01-01 2025-12-31 NI688094 d:CompanySecretary1 2025-01-01 2025-12-31 NI688094 d:Director1 2025-01-01 2025-12-31 NI688094 d:Director1 2025-12-31 NI688094 d:Director2 2025-01-01 2025-12-31 NI688094 d:Director3 2025-01-01 2025-12-31 NI688094 d:Director4 2025-01-01 2025-12-31 NI688094 d:Director5 2025-01-01 2025-12-31 NI688094 d:Director6 2025-01-01 2025-12-31 NI688094 d:Director7 2025-01-01 2025-12-31 NI688094 d:RegisteredOffice 2025-01-01 2025-12-31 NI688094 d:Agent1 2025-01-01 2025-12-31 NI688094 c:Buildings c:ShortLeaseholdAssets 2025-01-01 2025-12-31 NI688094 c:PlantMachinery 2025-01-01 2025-12-31 NI688094 c:MotorVehicles 2025-01-01 2025-12-31 NI688094 c:FurnitureFittings 2025-01-01 2025-12-31 NI688094 c:OtherPropertyPlantEquipment 2025-01-01 2025-12-31 NI688094 c:Goodwill 2025-01-01 2025-12-31 NI688094 c:ComputerSoftware 2025-01-01 2025-12-31 NI688094 c:OtherResidualIntangibleAssets 2025-01-01 2025-12-31 NI688094 c:CurrentFinancialInstruments 2025-12-31 NI688094 c:CurrentFinancialInstruments 2024-12-31 NI688094 c:CurrentFinancialInstruments 1 2025-12-31 NI688094 c:CurrentFinancialInstruments 1 2024-12-31 NI688094 c:ShareCapital 2025-01-01 2025-12-31 NI688094 c:ShareCapital 2025-12-31 NI688094 c:ShareCapital 2024-01-01 2024-12-31 NI688094 c:ShareCapital 2024-12-31 NI688094 c:ShareCapital 2024-01-01 NI688094 c:SharePremium 2025-01-01 2025-12-31 NI688094 c:SharePremium 2025-12-31 NI688094 c:SharePremium 2024-01-01 2024-12-31 NI688094 c:SharePremium 2024-12-31 NI688094 c:SharePremium 2024-01-01 NI688094 c:OtherMiscellaneousReserve 2025-01-01 2025-12-31 NI688094 c:MergerReserve 2025-01-01 2025-12-31 NI688094 c:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 NI688094 c:RetainedEarningsAccumulatedLosses 2025-12-31 NI688094 c:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 NI688094 c:RetainedEarningsAccumulatedLosses 2024-12-31 NI688094 c:RetainedEarningsAccumulatedLosses 2024-01-01 NI688094 d:OrdinaryShareClass1 2025-01-01 2025-12-31 NI688094 d:OrdinaryShareClass1 2024-01-01 2024-12-31 NI688094 d:OrdinaryShareClass1 2025-12-31 NI688094 d:OrdinaryShareClass1 2024-12-31 NI688094 d:OrdinaryShareClass2 2025-01-01 2025-12-31 NI688094 d:OrdinaryShareClass2 2024-01-01 2024-12-31 NI688094 d:OrdinaryShareClass2 2025-12-31 NI688094 d:OrdinaryShareClass2 2024-12-31 NI688094 d:OrdinaryShareClass3 2025-01-01 2025-12-31 NI688094 d:OrdinaryShareClass3 2024-01-01 2024-12-31 NI688094 d:OrdinaryShareClass3 2025-12-31 NI688094 d:OrdinaryShareClass3 2024-12-31 NI688094 d:FRS102 2025-01-01 2025-12-31 NI688094 d:Audited 2025-01-01 2025-12-31 NI688094 d:FullAccounts 2025-01-01 2025-12-31 NI688094 d:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 NI688094 c:Subsidiary1 2025-01-01 2025-12-31 NI688094 c:Subsidiary1 1 2025-01-01 2025-12-31 NI688094 c:Subsidiary2 2025-01-01 2025-12-31 NI688094 c:Subsidiary2 1 2025-01-01 2025-12-31 NI688094 d:Consolidated 2025-12-31 NI688094 d:ConsolidatedGroupCompanyAccounts 2025-01-01 2025-12-31 NI688094 7 2025-01-01 2025-12-31 NI688094 f:PoundSterling 2025-01-01 2025-12-31 xbrli:shares iso4217:GBP xbrli:pure

Financial Statements S&W Nearby Holdings Limited For the year ended 31 December 2025 Registered number: NI688094
S&W Nearby Holdings Limited
Company Information
Directors | R McKeavney (appointed 2 February 2026)
| A McVeigh
| N Donnelly
| M Skelton
| A Dorman
| N Savage
| C Boylan
Company secretary | A McVeigh
Registered number | NI688094
Registered office | Unit 1A
| Carnbane Business Park
| Derryboy Road
| Newry
| Co Down
| BT35 6FY
Independent auditor | Grant Thornton (NI) LLP
| Chartered Accountants & Statutory Auditors
| 12 - 15 Donegall Square West
| Belfast
| BT1 6JH
Bankers | Danske Bank
| Hill Street
| Newry
| Co Down
Solicitors | Tughans LLP
| The Ewart
| 3 Bedford Street
| Belfast
| BT2 7EP
S&W Nearby Holdings Limited
Contents
| Page
Group strategic report | 1 - 3
Directors' report | 4 - 7
Independent auditor's report | 8 - 11
Consolidated statement of comprehensive income | 12
Consolidated statement of financial position | 13 - 14
Company statement of financial position | 15
Consolidated statement of changes in equity | 16
Company statement of changes in equity | 17
Consolidated statement of cash flows | 18 - 19
Consolidated analysis of net debt | 19
Notes to the financial statements | 20 - 41
S&W Nearby Holdings Limited
Group strategic report For the year ended 31 December 2025 The directors present their strategic report on the group for the period ended 31 December 2025.
Principal activity and business review
The principal activity of the group is the wholesale distribution of groceries, tobacco and provisions. The group operates its activities from Newry, Co. Down and in the Republic of Ireland. The results for the year are set out on page 12. The directors consider the profit achieved on ordinary activities to be very satisfactory. The directors are delighted to report that the company maintained a solid position in the market in 2025. Legislative changes including tobacco related products in the Republic of Ireland caused some disruption to the supply chain during the year. Gross profit margin has been reported at 14.54%. The company continues to look to grow with new markets and retailer needs identified. The company is looking to develop its strong support system to supplied retailers, control operating costs, invest in personnel and continue its appreciated customer service. The company understands the challenges the current economic climate presents within the food wholesaling industry and have set in place a number of plans to ensure the company remains profitable, efficient, and competitive as continued growth is expected. Consumer price consciousness and competition within the marketplace will continue in 2026 but the company is well placed to respond.
Principal risks and uncertainties
Given the nature and location of its operations, the group is exposed to a variety of financial risks including credit risk, liquidity risk, interest rate cash flow risk, foreign exchange risk and inflation risk. Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The board has in place a risk management program seeking to limit the effect of these risks on the financial performance of the group with continual monitoring. The group has no significant exposure to price risk with respect to commodity price risk or equity securities price risk. The policies set by the board of directors are implemented by the group's finance department. Credit risk The group has policies in place that support the constant review of the credit worthiness of existing customers and ensures appropriate credit checks are completed prior to the take on of new customers. Exposure to customers is monitored on an ongoing basis. Liquidity risk The group actively maintains short-term and long-term finance to meet cash flow requirements. Interest rate risk The group has interest bearing liabilities which relate to both short-term and long-term finance. The policy for management of interest rates is reviewed on a regular basis. Foreign Exchange Risk The group sells outside of the UK and has branches in the Republic of Ireland, therefore exposed to foreign exchange currency risk. Foreign exchange exposure is managed in line with group policy and subject to ongoing review. The group enters into forward currency arrangements to hedge against exposure to fluctuations in exchange rates. Page 1
S&W Nearby Holdings Limited
Group strategic report (continued) For the year ended 31 December 2025 Principal risks and uncertainties (continued) Inflation risk Cost inflation is currently high and unpredictable and the future level of inflation remains uncertain. The group maintains regular forecasts to ensure areas affected by cost increases are identified so mitigating action can be taken. The group is working with customers, suppliers and employees to mitigate the impact of increasing costs, however the directors note that the rate of inflation is slowing. The group maintains a business risk register and regularly reviews the principal risks faced. The impact of various risks on the performance of the group is mitigated through a proactive approach combined with a solid control environment. The group operates in a competitive market. A major priority for the group remains the ability to continue to provide high levels of customer service to maintain buying power and provide retailers with competitive prices. As a member of Unitas the group seeks to retain its competitive advantage by offering the value and range of a national distributor using free delivery to the whole of Northern Ireland and many parts of the Republic of Ireland. With the implementation and upgrading of technology, orders are consistently fulfilled with a high level of accuracy and the group is striving to maintain and develop this service. As a private independent wholesale distributor, the group has the advantage of understanding the pressure on the independent retailer and seeks to use this knowledge to endeavour to improve service, support, and value to customers. During 2025, ongoing macroeconomic factors impacted on the business including the cost of living crisis and supply chain challenges including legislative challenges. The board continues to monitor these factors and the business adopts an agile approach to the management of them, this will continue on an ongoing basis.
Key performance indicators
The group's KPIs are as follows:
| 2025 | 2024
Turnover increase/(decrease) (%) | 2.99 | (1.43)
Gross margin (%) | 14.54 | 14.14
Operating margin (operating profit/sales) (%) | 3.74 | 3.68
Page 2
S&W Nearby Holdings Limited
Group strategic report (continued) For the year ended 31 December 2025
Directors' statement of compliance with duty to promote the success of the group
From the perspective of the directors, the matters for consideration under section 172 of the Companies Act 2006 (“s172”) have been considered to an appropriate extent by the group. Such consideration is included in the statements set out below, noting the directors’ duty under s172 to act in good faith to promote the success of the group for the benefit of its shareholders but having regard amongst other matters to the following: ∙the likely consequences of any decision in the long term; ∙the interests of the group’s employees; ∙the need to foster the group's business relationships with customers and others; ∙the impact of the group’s operations on the community and the environment; ∙the desirability of the group maintaining a reputation for high standards of business conduct; and ∙the need to act fairly as between members of the group. For the group, compliance is one of the cornerstone values and forms the basis for all decisions and activities. It is the key to integrity in conducting business. The directors are committed to ensuring that all business is carried out in full accordance with the law as well as internal rules and principles. The board of directors of the group, both individually and together, confirmed that they have acted in the way they consider, in good faith, would be most likely to promote success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in Section 172(1) (a-f) of the Act) in the decisions taken during the period ended 31 December 2025. The following paragraphs summarise how the directors fulfil their duties: ∙The board regularly reviews and updates the long-term strategic plans of the business. Operational and financial performance is monitored against budget in detail throughout the financial year. ∙The board is aware of the importance of the group's employees to the long-term success of the business and our people form a key part of our strategy. ∙We aim to be a responsible employer in our approach to the pay and benefits our employees receive and the conditions they work in. The health, safety and wellbeing of our employees is one of our primary considerations. ∙The board regularly reviews how the group maintains relationships with all of our stakeholders including suppliers, customers, and others. ∙The strategic plan of the group aims to develop staff, customers and supplier relationships while having a positive impact on other stakeholders. ∙The group actively seeks to minimize our impact on the environment by reducing our carbon and environmental foot print. ∙As directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner maintaining a reputation for high standards of business conduct. This report was approved by the board on 1 May 2026 and signed on its behalf.
A McVeigh Director
Page 3
S&W Nearby Holdings Limited
Directors' report For the year ended 31 December 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the group's financial statements 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 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 the group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and gifts
The profit for the year, after taxation, amounted to £4,371 k (2024 - £4,126 k). The directors recommend a gift of £3,318k (2024: £2,827k).
Directors
The directors who served during the year were:
A McVeigh
N Donnelly
M Skelton
A Dorman
N Savage
C Boylan
Future developments
As part of the strategic plan for the company, construction has commenced on a new site for an expanded warehouse facility. Upon completion, the new facility will provide the company with capacity to deliver beyond the current strategic plan agreed by the board. All investment decisions within the strategic plan are subject to review to ensure the company maintains high levels of customer service whilst also providing value to retailers. Page 4
S&W Nearby Holdings Limited
Directors' report (continued) For the year ended 31 December 2025
Engagement with employees
Employees are kept as informed as is practicable about the progress of the business through a process of regular team meetings and briefings. Engagement increased further within the EOT model through the use of employee engagement sessions and the progression of the Culture and Wellbeing team. Employees are provided with ongoing training and development with support from the People & Culture team.
Engagement with suppliers, customers and others
The board regularly reviews how the group maintains positive relationships with all of its stakeholders including suppliers, customers and others.
Disabled employees
It is the policy of the group to offer equal opportunity to disabled persons in recruitment, training and career development, having due regard to their aptitudes and abilities in relation to the jobs available.
Branches outside the United Kingdom
The group has a branch which operates in the Republic of Ireland. Page 5
S&W Nearby Holdings Limited
Directors' report (continued) For the year ended 31 December 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
The group qualifies as large for the purposes of reporting emissions under the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 and includes information on all of its subsidiaries, under this Regulation. The group is committed to good environmental performance and constantly reviews opportunities to improve environmental performance. The table below sets out our total energy consumption, greenhouse gas (GHG) emissions and relevant kWh (%) in the current year in line with Streamlined Energy and Carbon Reporting (SECR):
|  |  | 2025 |  |  | 2024 |
Scope 1 - Direct emissions Scope 2 - Indirect emissions | Energy/ Emissions source | Energy kWh | Emissions tCO2e | kWh% | Energy kWh | Emissions tCO2e | kWh%
Scope 1 | Fuel used for transport Cars | 415,306 | 102 | 6.11% | 391,136 | 97 | 5.56%
Scope 1 | Fuel used for transport Lorries | 5,355,751 | 1,391 | 78.81% | 5,613,749 | 1,428 | 79.80%
Scope 2 | Electric | 1,018,927 | 180 | 14.99% | 1,023,803 | 212 | 14.55%
Scope 2 | Heating Oil | 5,868 | 2 | 0.09% | 5,868 | 2 | 0.09%
TOTAL |  | 6,795,852 | 1,675 | 100% | 7,034,556 | 1,739 | 100%
The minimum reportable areas of emissions for S&W Nearby Holdings Limited (and related subsidiaries) are: ∙Scope 1 Emissions from direct combustion of fuels (gas and transport) ∙Scope 2 Emissions from supply of electricity, heat, or cooling Emissions have been calculated using UK government guidelines for greenhouse gas reporting and conversion factors 2025. The table below sets out our intensity ratio calculations for the current year in line with Streamlined Energy and Carbon Reporting (SECR):
Intensity ratio | 2025 | tCO2e / Employee / £ | 2024 | tCO2e / Employee / £
By no. of employees | 255 | 6.57 | 263 | 6.61
By turnover | £149,384,753 | 0.000011211 | £145,055,301 | 0.00001199
Page 6
S&W Nearby Holdings Limited
Directors' report (continued) For the year ended 31 December 2025 The group continually reviews opportunities for reducing carbon emissions. The refresh programme for company cars includes an ongoing transition to electric and hybrid vehicles. Fleet management is integrated into the group strategic plan with vehicles updated and fuel usage tracked through operational key performance indicators. Electricity is sourced through renewable sources when possible. The group continues to monitor for advancements in low emissions vehicle technology and the development of this market.
Matters covered in the Group strategic report
Under Schedule 7.1A of "Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008", the group has elected to disclose the following directors report information in the Strategic report: ∙Principal activity and business review; ∙Principal risks and uncertainties; ∙Key performance indicators; and ∙S172 Reporting.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the group since the year end.
Auditor
The auditor, Grant Thornton (NI) LLP, was appointed during the year, and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 1 May 2026 and signed on its behalf.
A McVeigh Director
Page 7
Independent auditor's report to the members of S&W Nearby Holdings Limited
Opinion
We have audited the financial statements of S&W Nearby Holdings Limited (the 'parent company') and its subsidiaries (the 'group'), which comprise the Consolidated Statement of comprehensive income, the Consolidated and company Statements of financial position, the Consolidated Statement of cash flows, the Consolidated and company Statement of changes in equity for the financial year ended 31 December 2025, and the related 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, S&W Nearby Holdings Limited's financial statements: ∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the group's and the company as at 31 December 2025 and of the group financial performance and cash flows for the financial year then ended; 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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the group and company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 or the parent company's ability to continue as a going concern for a period of at least twelve months from the date 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. Page 8
Independent auditor's report to the members of S&W Nearby Holdings Limited (continued)
Other information
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, 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. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Directors' report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and ∙the Directors' report and the Strategic Report 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 we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic 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. Page 9
Independent auditor's report to the members of S&W Nearby Holdings Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the group and 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 management either intend to liquidate the group and company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the group and company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
The objectives of an auditor 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 their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of an auditor's 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 auditor's report. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: Based on our understanding of the group and industry, we identified that the principle risks of non-compliance with laws and regulations related to Data Privacy Law, Employment Law, Environmental Regulations and Health and Safety Laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principle risks were related to posting inappropriate journal entries to manipulate the financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. Page 10
Independent auditor's report to the members of S&W Nearby Holdings Limited (continued) We apply professional scepticism throughout the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete / inaccurate disclosures in the financial statements. In response to these principal risks, our audit procedures included but were not limited to: ∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud; ∙inspection of the company’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made; ∙gaining an understanding of the internal controls established to mitigate risk related to fraud; ∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit; ∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls; ∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; ∙challenging assumptions and judgements made by management in their significant accounting estimates, including estimating the useful lives of intangible fixed assets, allowance for the impairment of debtors and stock and impairment of intangible assets and investments; and ∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management. The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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. Louise Kelly, FCA (Senior statutory auditor) for and on behalf of Grant Thornton (NI) LLP Chartered Accountants & Statutory Auditors Belfast 1 May 2026 Page 11
S&W Nearby Holdings Limited
Consolidated statement of comprehensive income For the year ended 31 December 2025
| 2025 | 2024
Note | £000 | £000
Turnover | 4 | 149,385 | 145,055
Cost of sales |  | (127,658) | (124,546)
Gross profit |  | 21,727 | 20,509
Distribution costs |  | (5,159) | (4,910)
Administrative expenses |  | (10,978) | (10,266)
Operating profit | 5 | 5,590 | 5,333
Other income |  | 92 | 14
Interest payable and similar expenses | 9 | (52) | (58)
Profit before taxation |  | 5,630 | 5,289
Tax on profit | 10 | (1,259) | (1,163)
Profit for the financial year |  | 4,371 | 4,126
Other comprehensive (loss)/income for the year |  |  |
Effective portion of changes in fair value of cashflow hedges |  | (171) | 733
Deferred tax on items included in other comprehensive income |  | 43 | (183)
Other comprehensive (loss)/income for the year |  | (128) | 550
Total comprehensive income for the year |  | 4,243 | 4,676
Profit for the year attributable to: |  |  |
Owners of the parent company |  | 4,371 | 4,126
All amounts relate to continuing operations. The notes on pages 20 to 41 form part of these financial statements.
Page 12
S&W Nearby Holdings Limited Registered number:NI688094
Consolidated statement of financial position As at 31 December 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 400 |  | 572
Tangible assets | 13 |  | 2,069 |  | 1,315
Investments | 14 |  | 15 |  | 15
|  |  | 2,484 |  | 1,902
Current assets |  |  |  |  |
Stocks | 15 | 9,603 |  | 9,690 |
Debtors: amounts falling due within one year | 16 | 11,773 |  | 11,105 |
Cash at bank and in hand | 17 | 8,438 |  | 6,679 |
|  | 29,814 |  | 27,474 |
Creditors: amounts falling due within one year | 18 | (17,473) |  | (15,975) |
Net current assets |  |  | 12,341 |  | 11,499
Total assets less current liabilities |  |  | 14,825 |  | 13,401
Creditors: amounts falling due after more than one year | 19 |  | (504) |  | (136)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 22 | (482) |  | (351) |
|  |  | (482) |  | (351)
Net assets |  |  | 13,839 |  | 12,914
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 32,500 |  | 32,500
Share premium account | 24 |  | 12 |  | 12
Foreign exchange reserve | 24 |  | 20 |  | 148
Other reserves | 24 |  | (32,104) |  | (32,104)
Profit and loss account | 24 |  | 13,411 |  | 12,358
Shareholders' funds |  |  | 13,839 |  | 12,914
Page 13
S&W Nearby Holdings Limited Registered number:NI688094
Consolidated statement of financial position (continued) As at 31 December 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 May 2026.
A McVeigh
Director
The notes on pages 20 to 41 form part of these financial statements. Page 14
S&W Nearby Holdings Limited Registered number:NI688094
Company statement of financial position As at 31 December 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Investments | 14 |  | 32,500 |  | 32,500
|  |  | 32,500 |  | 32,500
Current assets |  |  |  |  |
Debtors | 16 | 58 |  | 11 |
Cash at bank and in hand | 17 | 385 |  | 385 |
|  | 443 |  | 396 |
Creditors: amounts falling due within one year | 18 | (46) |  | - |
Net current assets |  |  | 397 |  | 396
Total assets less current liabilities |  |  | 32,897 |  | 32,896
Net assets |  |  | 32,897 |  | 32,896
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 32,500 |  | 32,500
Share premium account | 24 |  | 12 |  | 12
Profit and loss account brought forward |  | 385 |  | 370 |
Profit for the year |  | 3,318 |  | 2,842 |
Other changes in the profit and loss account |  | (3,318) |  | (2,827) |
Profit and loss account carried forward | 24 |  | 385 |  | 384
Shareholders' funds |  |  | 32,897 |  | 32,896
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 May 2026.
A McVeigh
Director
The notes on pages 20 to 41 form part of these financial statements. Page 15
S&W Nearby Holdings Limited
Consolidated statement of changes in equity For the year ended 31 December 2025
| Called up share capital | Share premium account | Cash flow hedge reserve | Other reserves | Profit and loss account | Total equity
| £000 | £000 | £000 | £000 | £000 | £000
At 1 January 2024 | 32,500 | - | (402) | (32,104) | 11,059 | 11,053
Profit for the year | - | - | - | - | 4,126 | 4,126
Effective portion of changes in fair value of cashflow hedges | - | - | 733 | - | - | 733
Deferred tax on items included in other comprehensive income | - | - | (183) | - | - | (183)
Total comprehensive income for the year | - | - | 550 | - | 4,126 | 4,676
Gift | - | - | - | - | (2,827) | (2,827)
Shares issued during the year | - | 12 | - | - | - | 12
Total transactions with owners | - | 12 | - | - | (2,827) | (2,815)
At 1 January 2025 | 32,500 | 12 | 148 | (32,104) | 12,358 | 12,914
Profit for the year | - | - | - | - | 4,371 | 4,371
Effective portion of changes in fair value of cashflow hedges | - | - | (171) | - | - | (171)
Deferred tax on items included in other comprehensive income | - | - | 43 | - | - | 43
Total comprehensive income for the year | - | - | (128) | - | 4,371 | 4,243
Gift | - | - | - | - | (3,318) | (3,318)
Total transactions with owners | - | - | - | - | (3,318) | (3,318)
At 31 December 2025 | 32,500 | 12 | 20 | (32,104) | 13,411 | 13,839
Page 16
S&W Nearby Holdings Limited
Company statement of changes in equity For the year ended 31 December 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £000 | £000 | £000 | £000
At 1 January 2024 | 32,500 | - | 370 | 32,870
Profit for the year | - | - | 2,842 | 2,842
Total comprehensive income for the year | - | - | 2,842 | 2,842
Gift | - | - | (2,827) | (2,827)
Shares issued during the year | - | 12 | - | 12
Total transactions with owners | - | 12 | (2,827) | (2,815)
At 1 January 2025 | 32,500 | 12 | 385 | 32,897
Profit for the year | - | - | 3,318 | 3,318
Total comprehensive income for the year | - | - | 3,318 | 3,318
Gift | - | - | (3,318) | (3,318)
Total transactions with owners | - | - | (3,318) | (3,318)
At 31 December 2025 | 32,500 | 12 | 385 | 32,897
Page 17
S&W Nearby Holdings Limited
Consolidated statement of cash flows For the year ended 31 December 2025
|  |  | 2025 | 2024
|  |  | £000 | £000
Cash flows from operating activities |  |
Profit for the financial year | 4,371 | 4,126
Adjustments for: |  |
Amortisation of intangible assets | 190 | 187
Amortisation of grants | 7 | 5
Depreciation of tangible assets | 781 | 792
Interest paid | 52 | 58
Interest received | 85 | -
(Profit) on disposal of tangible assets | (56) | (58)
Taxation charge | 1,259 | 1,155
Decrease in stocks | 87 | 589
(Increase)/decrease in debtors | (842) | 1,129
Increase/(decrease) in creditors | 1,303 | (1,260)
Corporation tax paid | (1,166) | (1,372)
Net cash generated from operating activities | 6,071 | 5,351
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (18) | (55)
Purchase of tangible fixed assets | (1,564) | (522)
Sale of tangible fixed assets | 85 | 72
Asset finance interest paid | (41) | (17)
Net cash from investing activities | (1,538) | (522)
Cash flows from financing activities |  |
Repayment of/new finance leases | 555 | 91
Interest paid | (11) | (41)
Gifts paid | (3,318) | (2,827)
Shares issued | - | 12
Net cash used in financing activities | (2,774) | (2,765)
Page 18
S&W Nearby Holdings Limited
Consolidated statement of cash flows (continued) For the year ended 31 December 2025
|  | 2025 | 2024
|  | £000 | £000
Net increase in cash and cash equivalents | 1,759 | 2,064
Cash and cash equivalents at beginning of year | 6,679 | 4,615
Cash and cash equivalents at the end of year | 8,438 | 6,679
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 8,438 | 6,679
| 8,438 | 6,679
Consolidated Analysis of Net Debt For the year ended 31 December 2025
|  | At 1 January 2025 | Cash flows | New finance leases | At 31 December 2025
|  | £000 | £000 | £000 | £000
Cash at bank and in hand | 6,679 | 1,759 | - | 8,438
Finance leases | (287) | 348 | (903) | (842)
Liquid investments | - | - | - | -
| 6,392 | 2,107 | (903) | 7,596
The notes on pages 20 to 41 form part of these financial statements.
Page 19
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
1. | General information
S&W Nearby Holdings Limited is a private company limited by shares and incorporated in Northern Ireland. The registered office is Unit 1A, Carnbane Business Park, Derryboy Road, Newry, Co. Down, BT35 6FY. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3). The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. All amounts in the financial statements have been rounded to the nearest £'000. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Exemptions for qualifying entities under FRS 102
FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notification of, and no objection to, the use of exemptions by the company's shareholders. The company has taken advantage of the following exemptions: ∙The preparation of a statement of cash flows under FRS 102 paragraph 1.12(b), on the basis that it is a qualifying entity and that the company's cash flows are included in the consolidated financial statements; ∙Disclosure of financial instruments, required under FRS 102 paragraphs l1.39 to l1.48A and paragraphs 12.26 to 12.29, as the information is provided in the consolidated financial statements; and ∙Disclosure of the company key management personnel compensation, as required by FRS 102 paragraph 33.7, as this information is provided in the consolidated financial statements. Page 20
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The group’s business activities, together with factors likely to affect its future development, performance and position, are continuously reviewed by the directors. The directors recognize that the company's future performance will be influenced by the macro-economic, financial, and credit conditions, which are outside of the company's control. Based on all of the information available, including forecasts and projections, the directors believe that the current economic conditions will not significantly impact on the company's ability to continue in operational existence for the foreseeable future. As a consequence, the directors believe that the group is well placed to manage business risks successfully despite the current uncertain economic outlook. The group meets its day to day working capital requirements through its cash resources and banking facilities. The group’s cash flow forecasts indicate an adequate level of liquidity to enable it to continue to trade and to meet its obligations as they fall due for at least 12 months from the date of approval of the financial statements. The directors are therefore confident that the company has adequate resources to continue its normal business for the foreseeable future, and accordingly continues to adopt the going concern basis in preparing the annual report and financial statements.
| 2.5 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Page 21
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025 2.Accounting policies (continued)
| 2.6 | Turnover
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the group has transferred the significant risks and rewards of ownership to the buyer; ∙the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.7 | Operating leases: the group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Pensions
Defined contribution pension plan The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the group in independently administered funds. Page 22
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025 2.Accounting policies (continued)
| 2.10 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. 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 and the group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 23
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025 2.Accounting policies (continued)
| 2.12 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Goodwill | - |  | 5% straight line
|  |  |  | Website | - |  | 25% straight line
|  |  |  | Computer Software | - |  | 20 - 25% straight line
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Short-term leasehold property | - | 20% straight line
|  |  |  | Plant and machinery | - | 25% straight line
|  |  |  | Motor vehicles | - | 25% straight line
|  |  |  | Fixtures, fittings and equipment | - | 20% - 33% straight line
|  |  |  | Assets in the course of construction | - | not depreciated
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.14 | Impairment of tangible fixed assets and goodwill
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Page 24
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025 2.Accounting policies (continued)
| 2.15 | Fixed asset investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.16 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.17 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.18 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.
| 2.19 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.20 | Hire purchase and finance leases
Assets held under finance leases are recognised in the balance sheet as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.
| 2.21 | Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date. Page 25
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025 2.Accounting policies (continued)
| 2.22 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.23 | Financial instruments
The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Investments in non-derivative instruments that are equity to the issuer are measured: ∙at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably; ∙at cost less impairment for all other investments. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the group would receive for the asset if it were to be sold at the balance sheet date. Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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. Page 26
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025 2.Accounting policies (continued)
| 2.23 | Financial instruments (continued)
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 income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
| 2.24 | Hedge accounting
The group uses foreign currency forward contracts to manage its exposure to fair value risk on its exposure to variability in future cashflows, caused by the fluctuation in the exchange rate arising on commercial transactions in foreign currencies that could impact profit or loss. These derivatives are measured at fair value at each reporting date. To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year. Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the year. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.
| 2.25 | Dividends/Gifts
Due to the nature of the ownership of the Entity by the Employee Ownership Trust (“EOT”), distributions to this Trust are classified as gifts in the financial statements. Distributions to non-EOT shareholders are classified as dividends in the financial statements. Dividends on/gifts relating to ordinary shares are recognised as a liability in the financial statements in the period in which they are declared by the company. In the case of interim dividends/gifts, these are considered to be declared when they are paid. Dividends/gifts are recognised the Statement of Changes in Equity as an appropriation of profit. Page 27
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In applying the Group’s accounting policies the directors are required to make significant judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. The items in the financial statements where these judgements and estimates have been made include: Estimating useful lives of intangible assets The Group estimates the useful lives of intangible fixed assets based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed periodically and are updated if expectations differ from previous estimates due to prospective economic utilisation, technical or commercial obsolescence and legal or other limits on the use of the assets. In addition, estimation of the useful lives of intangible fixed assets are based on collective assessment of industry practice, internal technical evaluation and experience with similar assets. Actual results, however may vary due to changes in estimates brought about by changes in factors mentioned above. Allowance for impairment of debtors The Group estimates the allowance for doubtful trade and group debtors based on assessment of specific accounts where the Group has objective evidence comprising default in payment terms or significant financial difficulty that certain customers and/or group undertakings are unable to meet their financial obligations. In these cases, judgement used was based on the best available facts and circumstances including but not limited to, the length of relationship. Impairment of stocks Management evaluates the realisability of inventory on a case by case basis and makes adjustments to the inventory provision based on an analysis of the historical usage on individual inventory items. Impairment of investments Determining whether the carrying value of the financial assets have been impaired requires an estimation of the value in use of the Group's investment in subsidiaries. The value in use calculation requires the directors to estimate the future cash flows expected to arrive from these assets and a suitable discount in order to calculate present value. After reviewing these calculations, the directors have determined that £Nil impairment has arisen.
4. | Turnover
The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom and Ireland. Page 28
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
5. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Amortisation of intangible assets | 189 | 187
| Depreciation of owned tangible assets | 601 | 669
| Depreciation of tangible assets under hire purchase | 180 | 123
| Profit on sale of tangible assets | (56) | (58)
6. | Auditor's remuneration
| During the year, the group obtained the following services from the company's auditor and its associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Fees payable for the audit of these financial statements | 9 | 9
| Fees payable to the company's auditor and its associates in respect of: |  |
| Audit of accounts of subsidiaries of the company | 49 | 42
| Taxation compliance services | 8 | 8
| Other services | 4 | 4
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Wages and salaries | 9,858 | 9,089
| Social security costs | 992 | 841
| Cost of defined contribution scheme | 223 | 209
|  | 11,073 | 10,139
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administrative staff | 231 | 228
|  | Other staff | 17 | 35
|  |  | 248 | 263
Page 29
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Directors' emoluments | 721 | 582
| Group contributions to defined contribution pension schemes | 26 | 21
|  | 747 | 603
| During the year retirement benefits were accruing to 5 directors (2024 - 5) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £246 thousand (2024 - £227 thousand).
| The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9 thousand (2024 - £9 thousand).
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Bank interest payable | 11 | 41
| Finance leases and hire purchase contracts | 41 | 17
|  | 52 | 58
Page 30
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
10. | Tax on profit
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Current tax on profits for the year | 943 | 1,168
|  | 943 | 1,168
| Foreign tax |  |
| Foreign tax on income for the year | 142 | 146
|  | 142 | 146
| Total current tax | 1,085 | 1,314
| Deferred tax |  |
| Origination and reversal of timing differences | 174 | (151)
| Total deferred tax | 174 | (151)
| Tax on profit | 1,259 | 1,163
| A deferred tax charge of £43k (2024: £183k) has been recognised in other comprehensive income (OCI) relating to changes in fair value of cash flow hedges.
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit on ordinary activities before tax | 5,538 | 5,289
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 1,385 | 1,322
| Effects of: |  |
| Expenses not deductible for tax purposes | (6) | 59
| Fixed asset timing differences | (162) | 2
| Higher rate taxes on overseas earnings | (141) | (146)
| Other | 183 | (74)
| Total tax charge for the year | 1,259 | 1,163
Page 31
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025 10.Tax on profit (continued)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
11. | Gifts
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Gifts paid during the year | 3,318 | 2,827
|  | 3,318 | 2,827
12. | Intangible assets
| Group
|  | Website | Computer software | Total
|  | £000 | £000 | £000
| Cost |  |  |
| At 1 January 2025 | 129 | 792 | 921
| Additions | - | 18 | 18
| At 31 December 2025 | 129 | 810 | 939
| Amortisation |  |  |
| At 1 January 2025 | 82 | 267 | 349
| Charge for the year | 26 | 164 | 190
| At 31 December 2025 | 108 | 431 | 539
| Net book value |  |  |
| At 31 December 2025 | 21 | 379 | 400
| At 31 December 2024 | 47 | 525 | 572
| The company has no intangible assets.
Page 32
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
13. | Tangible assets
| Group
|  | Short-term leasehold property | Plant and machinery | Motor vehicles | Fixtures, fittings and equipment | Assets in the course of construction | Total
|  | £000 | £000 | £000 | £000 | £000 | £000
| Cost or valuation |  |  |  |  |  |
| At 1 January 2025 | 30 | 3,388 | 1,390 | 810 | - | 5,618
| Additions | - | 858 | 261 | 114 | 331 | 1,564
| Disposals | (16) | (385) | (195) | (37) | - | (633)
| At 31 December 2025 | 14 | 3,861 | 1,456 | 887 | 331 | 6,549
| Depreciation |  |  |  |  |  |
| At 1 January 2025 | 29 | 2,755 | 883 | 636 | - | 4,303
| Charge for the year | - | 366 | 274 | 141 | - | 781
| Disposals | (16) | (366) | (183) | (37) | - | (602)
| Exchange adjustments | - | (2) | - | - | - | (2)
| At 31 December 2025 | 13 | 2,753 | 974 | 740 | - | 4,480
| Net book value |  |  |  |  |  |
| At 31 December 2025 | 1 | 1,108 | 482 | 147 | 331 | 2,069
| At 31 December 2024 | 1 | 633 | 507 | 174 | - | 1,315
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Motor vehicles | 768 | 357
|  | 768 | 357
Page 33
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
14. | Investments
| Group
|  | Other investments
|  | £000
| Cost |
| At 1 January 2025 | 15
| At 31 December 2025 | 15
| Company
|  | Shares in group undertaking
|  | £000
| Cost |
| At 1 January 2025 | 32,500
| At 31 December 2025 | 32,500
| Subsidiary undertakings
| The following were subsidiary undertakings of the company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Savage & Whitten Wholesale Limited | Northern Ireland | The wholesale distribution of groceries, tobacco and provisions | Ordinary | 100%
| Beechwood Retail Limited* | Republic of Ireland | Operating a petrol station and forecourt convenience store | Ordinary | 100%
| *Indirect subsidiary
Page 34
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
15. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Finished goods | 9,603 | 9,690
|  | 9,603 | 9,690
| The write down of stocks to net realisable value amounted to a provision of £712k (2024: £873k). The write downs are included in cost of sales.
16. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Trade debtors | 6,610 | 5,819 | - | -
| Amounts owed by group undertakings | - | - | - | 10
| Other debtors | 865 | 1,203 | 58 | 1
| Prepayments and accrued income | 4,272 | 3,883 | - | -
| Derivative financial asset | 26 | 200 | - | -
|  | 11,773 | 11,105 | 58 | 11
| Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
17. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Cash at bank and in hand | 8,438 | 6,679 | 385 | 385
|  | 8,438 | 6,679 | 385 | 385
Page 35
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
18. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £000 | £000 | £000 | £000
| Trade creditors | 9,974 | 9,809 | - | -
| Amounts owed to group undertakings | - | - | 46 | -
| Corporation tax | 465 | 546 | - | -
| Other taxation and social security | 1,729 | 1,603 | - | -
| Obligations under finance lease and hire purchase contracts | 338 | 151 | - | -
| Accruals and deferred income | 4,967 | 3,866 | - | -
|  | 17,473 | 15,975 | 46 | -
| Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
19. | Creditors: Amounts falling due after more than one year
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Net obligations under finance leases and hire purchase contracts | 504 | 136
|  | 504 | 136
| The company has no creditors. Danske Bank hold as security against all amounts: ∙A floating charge over S&W Nearby Holdings Limited and Savage & Whitten Wholesale Limited. ∙A fixed charge over book debts of Savage & Whitten Wholesale Limited. ∙A cross company guarantee given by S&W Nearby Holdings Limited and Savage & Whitten Wholesale Limited. ∙A cross company guarantee given by S&W Nearby Holdings Limited and Savage & Whitten Wholesale Limited on behalf of S&W EOT Trustee Limited as Trustee of the S&W Employee Ownership Trust. ∙A legal charge over the shares of S&W Nearby Holdings Limited and Savage & Whitten Wholesale Limited.
Page 36
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
20. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Within one year | 338 | 151
| Between 1-5 years | 504 | 136
|  | 842 | 287
21. | Financial instruments
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Financial assets |  |
| Derivative financial instruments measured at fair value through profit or loss | 26 | 200
Derivative financial instruments The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on government bonds). Hedge accounting The following table indicates the periods in which the cash flows associated with cash flow hedging instruments are expected to occur and the period in which the cashflows associated with the cashflow hedging instruments are expected to affect profit or loss as required by FRS 102.12.29(a) for the cash flow hedge accounting models.
|  | 2025 | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | 2024
|  | Carrying amount £,000 | Expected cash flows £'000 | 1 year or less £'000 | 1 to 2 years £'000 | Carrying amount £,000 | Expected cash flows £'000 | 1 year or less £'000 | 1 to 2 years £'000
| Inflows | 64 | 13,161 | 13,161 | - | 200 | 12,698 | 12,698 | -
| Outflows | - | (13,097) | (13,097) | - | - | (12,498) | (12,498) | -
|  | 64 | 64 | 64 | - | 200 | 200 | 200 | -
Page 37
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
22. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £000 | £000
| At beginning of year | (351) | (319)
| (Charged)/credited to profit or loss | (174) | 151
| Charged to other comprehensive income | 43 | (183)
| At end of year | (482) | (351)
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Accelerated capital allowances | - | (386)
| Other timing differences | (482) | 85
| Cashflow hedge | - | (50)
|  | (482) | (351)
23. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 32,500,000 (2024 - 32,500,000) Ordinary shares of £1.00 each | 32,500 | 32,500
|  | 100 (2024 - 100) Ordinary B shares of £1.00 each | - | -
|  | 100 (2024 - 100) Ordinary C shares of £1.00 each | - | -
|  |  | 32,500 | 32,500
| Rights of shares Voting rights - every Ordinary shareholder, B shareholder and C shareholder shall have one vote for every Ordinary share, B share and C share respectively on (a) a resolution on a poll taken at a general meeting; or (b) a written resolution. Income - The company may declare a dividend on one or more classes of Shares to the exclusion of one or more other classes of Shares and may differentiate between such classes as to the amount of percentage of dividend payable.
Page 38
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
24. | Reserves
Called up share capital This represents the nominal value of shares that have been issued. Cash flow hedging reserve Includes the effective portion of the cumulative charge in the fair value of cash flow hedging investments related to hedged transaction that have not yet accrued. Other reserve The other reserve arose from the application of merger accounting upon the group reconstruction in 2022. Profit and loss account Includes all current and prior period retained profits and losses.
25. | Contingent liabilities
The group has given guarantees to Danske Bank in respect of borrowings of related parties (note 19).
26. | Capital commitments
| At 31 December 2025 the group and company had capital commitments as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Contracted for but not provided in these financial statements | 1,325 | 707
|  | 1,325 | 707
27. | Pension commitments
The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £223k (2024: £209k). Contributions totaling £55k (2024: £41k) were payable to the fund at the year end and are included in creditors. Page 39
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
28. | Commitments under operating leases
| At 31 December 2025 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £000 | £000
| Not later than 1 year | 660 | 419
| Later than 1 year and not later than 5 years | 297 | 101
|  | 957 | 520
29. | Related party transactions
| The group has availed of the exemption in FRS 102 Section 33, Paragraph 33.1A which allows non-disclosure of transactions between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member. During the year the directors entered into the following advances and credits with the group and company.
| Group and Company |  | 2025 |  |
|  | Balance brought forward | Transactions/loans issued during the period | Amounts repaid/received | Balance carried forward
|  | £'000 | £'000 | £'000 | £'000
| Elevate Storage Solutions Limited | - | 3 | (3) | -
| CCL Services (NI) Limited | - | 4 | (4) | -
| Group and Company |  | 2024 |  |
|  | Balance brought forward | Transactions/loans issued during the period | Amounts repaid/received | Balance carried forward
|  | £'000 | £'000 | £'000 | £'000
| Elevate Storage Solutions Limited | - | 6 | (6) | -
| CCL Services (NI) Limited | - | 3 | (3) | -
Key management in the current and prior years are considered to be the board of directors. Details of directors' remuneration (which is also the remuneration of key management personnel) is set out in note 8.
30. | Post balance sheet events
There have been no significant events affecting the group since the year end. Page 40
S&W Nearby Holdings Limited
Notes to the financial statements For the year ended 31 December 2025
31. | Ultimate controlling party
S&W EOT Trustee Limited as Trustee of the S&W Employee Ownership Trust is deemed to be the ultimate controlling party by virtue of its shareholding in S&W Nearby Holdings Limited.
Page 41