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Registered number: 10799272 DENOVO RETAIL LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
DENOVO RETAIL LIMITED
CONTENTS
| Page
Company Information | 1
Directors' Report | 2 - 3
Statement of Directors' Responsibilities in respect of the Directors' Report and the Financial Statements | 4
Independent Auditor's Report to the members of Denovo Retail Limited | 5 - 8
Statement of Profit and Loss Account and Other Comprehensive Income | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 14
DENOVO RETAIL LIMITED
COMPANY INFORMATION
Directors | A Keane (Irish resident)
| M Boardman
| J Keohane
Company secretary | J Kane (Irish resident)
Registered number | 10799272
Registered office | Moorlands Industrial Estate
| Saltash
| Cornwall
| England
| PL126LX
Auditor | KPMG
| Chartered Accountants
| 1 Stokes Place
| St. Stephen's Green
| Dublin 2
Banker | Barclays Bank Plc
| Bridgewater House
| Finzels Reach
| Bristol
| BS1 6BX
Solicitor | Foot Anstey 2020
| Salt Quay House
| 4 North East Quay
| Sutton Harbour
| Plymouth, Devon
| PL4 OBN
Page 1
DENOVO RETAIL LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 26 SEPTEMBER 2025 The directors present their report and the financial statements of Denovo Retail Limited for the year ended 26 September 2025. In the current year, the company has adopted the 52 week retail calendar for financial reporting, aligning the Group’s reporting cycle with international retail best practice.
Principal activities and future developments
The principal activity of the Company was that of a retailer. The Company has ceased trading and the directors do not expect to trade in the forseeable future.
Results and dividends
On 1 December 2019, Denovo Retail Limited's trade, assets and liabilities were transferred over to a fellow subsidiary company, Gillett's (Callington) Limited, a company incorporated in the United Kingdom. Details of the result for the year are set out in the Statement of Profit and Loss and Other Comprehensive income on page 9 and the related notes. There were no dividends proposed or paid during the year (2024: £NIL).
Directors and secretary and their interests
The directors who served during the year were:
A Keane (Irish resident)
M Boardman
J Keohane
In accordance with the Constitution, the directors are not required to retire by rotation and accordingly they will continue in office. There has been no contract or arrangement with the company during the year in which a director of the company was materially interested and which was significant in relation to the company's business. The company secretary does not have any interest in the shares of Denovo Retail Limited.
Political contributions
During the year, the Company made no political or charitable contributions that would require disclosure (2024: £: NIL).
Principal risks and uncertainties
The company has ceased trading. The directors consider the principal risk of the company is the recoverability of the intercompany balance.
Going concern
The financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the company as a whole has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. Page 2
DENOVO RETAIL LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 26 SEPTEMBER 2025
Exemption to preparation of strategic report
The Company has availed of the exemption available under section 414B of the Companies Act 2006 ("Strategic Report and Directors's report") Regulations 2013 from implementing the strategic report requirements as the company qualifies as a small company for Company Law purposes.
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'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's auditor is aware of that information.
Post balance sheet events
There were no significant post balance sheet events which require adjustment to, or disclosure in, the company's financial statements.
Auditor
The auditor, KPMG, will be proposed for reappointment in accordance with section 487 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
A Keane (Irish resident) Director
Date: 24 June 2026
Moorlands Industrial Estate
Saltash
Cornwall
England
PL126LX
Page 3
DENOVO RETAIL LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND FINANCIAL STATEMEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025 The directors are responsible for preparing the directors' report and the financial statements of Denovo Retail Limited in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements of Denovo Retail Limited for each financial year. Under that law the directors have elected to prepare the financial statements of Denovo Retail Limited in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements of Denovo Retail Limited 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 of Denovo Retail Limited, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgments 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. 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 4
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DENOVO RETAIL LIMITED Report on the audit of the financial statements Opinion We have audited the financial statements of Denovo Retail Limited (‘‘the Company’’) for the year ended 26 September 2025, set out on pages 9 to 14, which comprise the statement of profit and loss account and other comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including the summary of significant accounting policies set out in note 1. The financial reporting framework that has been applied in their preparation is UK law and FRS 101 Reduced Disclosure Framework. In our opinion: ∙the financial statements give a true and fair view of the state of the Company’s affairs as at 26 September 2025 and of its result for the year then ended; ∙the financial statements have been properly prepared in accordance with FRS 101 Reduced Disclosure Framework issued by the UK’s Financial Reporting Council; and ∙the financial statements have been properly prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with ethical requirements that are relevant to our audit of financial statements in the UK, including the Financial Reporting Council (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 The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). In our evaluation of the directors' conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period. 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 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 5
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DENOVO RETAIL LIMITED Report on the audit of the financial statements (continued) Conclusions relating to going concern (continued) However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee that the Company will continue in operation. Detecting irregularities including fraud We identified the areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements and risks of material misstatement due to fraud, using our understanding of the entity's industry, regulatory environment and other external factors and inquiry with the directors. In addition, our risk assessment procedures included: inquiring with the directors as to the Company’s policies and procedures regarding compliance with laws and regulations and prevention and detection of fraud; inquiring whether the directors have knowledge of any actual or suspected non-compliance with laws or regulations or alleged fraud; inspecting the Company’s regulatory and legal correspondence; and reading Board minutes. We discussed identified laws and regulations, fraud risk factors and the need to remain alert among the audit team. The Company is subject to laws and regulations that directly affect the financial statements including companies and financial reporting legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items, including assessing the financial statement disclosures and agreeing them to supporting documentation when necessary. The company, is not subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. Auditing standards limit the required audit procedures to identify non-compliance with these non-direct laws and regulations to inquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected non-compliance. We assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. As required by auditing standards, we performed procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition. We did not identify any additional fraud risks. In response to risk of fraud, we also performed procedures including: identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation; evaluating the business purpose of significant unusual transactions; assessing significant accounting estimates for bias; and assessing the disclosures in the financial statements. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. Page 6
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DENOVO RETAIL LIMITED Report on the audit of the financial statements (continued) Other information The directors are responsible for the other information presented in the Annual Report together with the financial statements. The other information comprises the information included in the directors’ report. The financial statements and our auditor’s report thereon do not comprise part of the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information. Opinions on other matters prescribed by the Companies Act 2006 Based solely on our work on the other information undertaken during the the course of audit; ∙we have not identified material misstatements in the directors report; ∙in our opinion, the information given in the directors’ report is consistent with the financial statements; ∙in our opinion, the directors’ report has been prepared in accordance with the Companies Act 2006. Matters on which we are required to report by exception Under the Companies Act 2006 we are required 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; We have nothing to report in regard to these respects. Respective responsibilities and restrictions on use Responsibilities of directors for the financial statements As explained more fully in the directors’ responsibilities statement set out on page 4, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Page 7
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DENOVO RETAIL LIMITED Respective responsibilities and restrictions on use(continued) Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud, other irregularities or error, and to issue an opinion in an auditor's report. 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, other irregularities 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 fuller description of our responsibilities is provided on FRC's website at; www.frc.org.uk/auditresponsibilities. The purpose of our audit work and to whom we owe our responsibilities Our 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. Keith Watt (Senior statutory auditor) Date:25 June 2026 for and on behalf of KPMG Chartered Accountants, Statutory Audit Firm 1 Stokes Place St. Stephen's Green Dublin 2 Page 8
DENOVO RETAIL LIMITED
STATEMENT OF PROFIT AND LOSS ACCOUNT AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 26 SEPTEMBER 2025
The company has not traded during the year or the preceding financial year. During these years, the company received no income and incurred no expenditure and therefore made neither a profit or loss.
There are no items of comprehensive income in the financial year or preceding financial year other than those dealt with in the profit and loss account. Accordingly no statement of other comprehensive income has been prepared.
Page 9
DENOVO RETAIL LIMITED REGISTERED NUMBER:10799272
BALANCE SHEET AS AT 26 SEPTEMBER 2025
| 26 September | 30 September
| 2025 | 2024
Note | £ | £
Current assets |  |  |
Debtors: amounts falling due within one year | 5 | 3,673,544 | 3,673,544
Net assets |  | 3,673,544 | 3,673,544
Capital and reserves |  |  |
Called up share capital | 6 | 200 | 200
Profit and loss account |  | 3,673,344 | 3,673,344
Shareholders' funds |  | 3,673,544 | 3,673,544
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A Keane (Irish resident)
Director
Date: 24 June 2026
The notes on pages 12 to 14 form part of these financial statements. Page 10
DENOVO RETAIL LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 26 SEPTEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 October 2023 | 200 | 3,673,344 | 3,673,544
Comprehensive income for the year |  |  |
Result for the year | - | - | -
At 1 October 2024 | 200 | 3,673,344 | 3,673,544
Comprehensive income for the year |  |  |
Result for the year | - | - | -
At 26 September 2025 | 200 | 3,673,344 | 3,673,544
| The notes on pages 12 to 14 form part of these financial statements.
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DENOVO RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025 1.Accounting policies
| 1.1 | Basis of preparation of financial statements
The financial statements are presented in sterling and have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' ("FRS 101") and the Companies Act 2006. There have been no material departures from the Standards. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 2). The Company is exempt by virtue of s400 subject to the small companies regime of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group. The Company has considered and adopted all new standards, interpretations and amendments to existing standards that are effective as at year end. These amendments had no material impact on the financial statements. The Company’s ultimate parent undertaking, The Spar Group Limited includes the Company in its consolidated financial statements. The consolidated financial statements of The Spar Group Limited are prepared in accordance with International Financial Reporting Standards and are available to the public.
| 1.2 | Financial reporting standard 101 - reduced disclosure exemptions
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards (“UK-adopted IFRS”), but makes amendments where necessary in order to comply with Companies Act 2006. The company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of: - paragraph 79(a)(iv) of IAS 1; ∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into 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 The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. Page 12
DENOVO RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025 1.Accounting policies (continued)
| 1.3 | Going concern
The financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the company as a whole has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
2. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements in conformity with FRS 101 requires management to make judgements, estimates and assumptions that effect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. (a) Key sources of estimation uncertainty There are no key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that management has assessed as having significant risk of causing material adjustment to the carrying amount of the assets and liabilities within the next financial year. (b) Recoverability of debtors The recoverability of intercompany debtors is deemed to be an area that requires judgement.
3. | General Information
Denovo Retail Limited is a company incorporated, domiciled and registered in the United Kingdom. The registered number is 10799272 and its register office is located at Moorlands Trading Estate, Saltash, Cornwall, PL126LX, United Kingdom.
4. | Statutory and other information
| Auditor's remuneration of £2,000 (2024: £2,000) for audit and tax services was borne by a related company.
| The company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).
Page 13
DENOVO RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
5. | Debtors: amounts falling due within one year
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 3,673,544 | 3,673,544
|  | 3,673,544 | 3,673,544
| Amounts owed by group undertakings are unsecured, non interest bearing and repayable on demand.
6. | Share capital
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares presented as equity
|  | Authorised, allotted, called up and fully paid |  |
|  | 100 Ordinary A shares of £1.00 each | 100 | 100
|  | 100 Ordinary B shares of £1.00 each | 100 | 100
|  |  | 200 | 200
| Each "A" ordinary share and "B" ordinary share shall entitle the holder thereof to receive notice of and to attend, speak and vote at any meeting of the company.
7. | Post balance sheet events
There were no significant post balance sheet events which require adjustment to, or disclosure in, the company's financial statements.
8. | Controlling party
The company is a wholly owned subsidiary of Appleby Westward Group Limited a company incorporated in England and Wales. The company's ultimate parent undertaking is The Spar Group Limited, a company incorporated in South Africa. The Spar Group Limited with a registered address of he Umhlanga Arch, 1 Ncondo Place, Umhlanga Ridge, Durban, 4320, South Africa includes the company in its consolidated financial statements and these are prepared in accordance with the relevant accounting standards, and are available to the public. The financial statements are available on their website at www.spar.co.za.
Page 14