Registration number: 11285833 (England & Wales)

Warners Retail Group Limited

Contents

Company Information	1
Strategic Report	2
Directors' Report	3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 7
Consolidated Profit and Loss Account	8
Consolidated Balance Sheet	9
Balance Sheet	10
Consolidated Statement of Changes in Equity	11
Statement of Changes in Equity	12
Consolidated Statement of Cash Flows	13 to 14
Notes to the Financial Statements	15 to 31

Warners Retail Group Limited

Company Information

Directors

G D Warner M A Warner S Neale

Company secretary

G D Warner

Registered office

Eastern Avenue Gloucester Gloucestershire GL4 3BS

Auditors

Hazlewoods LLP Staverton Court Staverton Cheltenham GL51 0UX

Warners Retail Group Limited

Strategic Report for the Year Ended 30 September 2025

The directors present their strategic report for the year ended 30 September 2025.

Principal activity

The principal activity of the group is the sale of fuel and sundries from petrol forecourts and the sale of groceries from a supermarket. The activities of the group also include the rental of property. The principal activity of the company is that of a holding company.

Fair review of the business

The directors are pleased to report a profitable period for the group despite continued pressure on the fuel price and margins.

The directors use standard key performance indicators ("KPI's") to monitor the business. The main KPIs used are turnover and gross profit.

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

	Unit	2025	2024
Turnover	£'000	10,120	9,749
Gross profit	£'000	2,549	2,396
Gross profit margin	%	25	25
Net assets	£'000	7,915	7,609

Principal risks and uncertainties

The principal risks and uncertainties effecting the business relate to changing prices from suppliers, the general economic environment and consumer spending. Due to the industry in which the group operates, the group are able to pass on price changes to customers and is well positioned to deal with changes in the economy.

Liquidity risk
The group’s principal liquidity risk is to ensure that it has sufficient liquid resources to meet its operational requirements. This is closely monitored on a regular basis in order to ensure efficient management.

Credit risk
The group offers credit to few customers and, as such, there is limited exposure to credit risk.

Interest rate risk
The group has borrowing in the form of fixed term loans on which interest is charged at a fixed rate above the bank's base rate. The directors continually monitor the group’s exposure to interest rate fluctuations and are poised to take action should they consider it necessary.

Approved by the Board on 23 July 2026 and signed on its behalf by:

G D Warner
Director

Warners Retail Group Limited

Directors' Report for the Year Ended 30 September 2025

The directors present their report and the for the year ended 30 September 2025.

Directors of the company

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

G D Warner

M A Warner

S Neale

M D Warner (Died 29 December 2024)

Dividends

Dividends of £148,400 (2024 - £177,944) were declared and paid during the year.

Future developments

The directors are confident that the group will report continued growth and strong earnings performance.

Financial instruments

The group’s financial instruments comprise borrowings, cash and liquid resources, and various other items such as trade creditors that arise directly from its operations. The main purpose of these instruments is to finance the operations of the group. Further details of financial instruments are detailed in the strategic report.

The directors take a pro-active approach to financial risk management. The directors are involved in the day to day running of the business and have significant experience in the industry allowing risk to be managed
effectively.

Going concern

On the basis of the group’s forecasts, and having received a letter of support from G D Warner confirming his intention to continue to support the group, the directors consider it appropriate to prepare the financial statements on a going concern basis. The forecast assumes that facilities in place at the date of approval of the accounts will continue on no less favourable terms than current arrangements. The financial statements do not include any adjustments that would result from insufficient facilities being made available to the group.

Disclosure of information to the auditor

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

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 23 July 2026 and signed on its behalf by:

G D Warner
Director

Warners Retail Group Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

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

•	select suitable accounting policies and 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; and
•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

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

Warners Retail Group Limited

Independent Auditor's Report to the Members of Warners Retail Group Limited

Opinion

We have audited the financial statements of Warners Retail Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•	give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 2025 and of the group's profit for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

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

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

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

•	the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

Warners Retail Group Limited

Independent Auditor's Report to the Members of Warners Retail Group Limited

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

•	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
•	the parent company financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of directors' remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

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

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 or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We considered the nature of the group's and company’s industry and their control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group and company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's and company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

•	reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•	performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; and

•	enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations.

Warners Retail Group Limited

Independent Auditor's Report to the Members of Warners Retail Group Limited

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

Use of this report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Paul Fussell (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

23 July 2026

Warners Retail Group Limited

Consolidated Profit and Loss Account for the Year Ended 30 September 2025

	Note	2025 £	2024 £
Turnover	3	10,120,271	9,749,445
Cost of sales		(7,571,651)	(7,353,073)
Gross profit		2,548,620	2,396,372
Administrative expenses		(2,463,183)	(2,196,266)
Loss on revaluation of investment property	4	(16,967)	-
Other operating income	5	1,208,961	968,431
Operating profit		1,277,431	1,168,537
Other interest receivable and similar income	7	651	3,113
Interest payable and similar expenses	8	(643,475)	(545,026)
Profit before tax		634,607	626,624
Tax on profit	12	(179,737)	(191,558)
Profit for the financial year		454,870	435,066
Profit attributable to:
Owners of the company		454,870	435,066

The above results were derived from continuing operations.

The group has no other comprehensive income for the year.

Warners Retail Group Limited

(Registration number: 11285833)
Consolidated Balance Sheet as at 30 September 2025

	Note	2025  £	2024  £
Fixed assets
Tangible assets	13	7,750,726	6,612,144
Investment property	14	17,585,184	19,046,741
		25,335,910	25,658,885
Current assets
Stocks	16	200,432	193,994
Debtors	17	514,464	298,336
Cash at bank and in hand	18	3,105	212,191
		718,001	704,521
Creditors: Amounts falling due within one year	19	(4,770,436)	(10,898,976)
Net current liabilities		(4,052,435)	(10,194,455)
Total assets less current liabilities		21,283,475	15,464,430
Creditors: Amounts falling due after more than one year	19	(10,727,744)	(5,394,906)
Deferred tax	12	(2,640,441)	(2,460,704)
Net assets		7,915,290	7,608,820
Capital and reserves
Called up share capital	23, 24	4,507	4,507
Profit and loss account	24	7,910,783	7,604,313
Total equity		7,915,290	7,608,820

Approved and authorised by the Board on 23 July 2026 and signed on its behalf by:
 

G D Warner
Director

Warners Retail Group Limited

(Registration number: 11285833)
Balance Sheet as at 30 September 2025

	Note	2025 £	2024 £
Fixed assets
Investments	15	4,507	4,507
Current assets
Debtors	17	4,507	4,507
Creditors: Amounts falling due within one year	19	(4,507)	(4,507)
Net current assets		-	-
Net assets		4,507	4,507
Capital and reserves
Called up share capital	23	4,507	4,507
Total equity		4,507	4,507

The company made a profit after tax for the financial year of £148,400 (2024 - profit of £177,944).

Approved and authorised by the Board on 23 July 2026 and signed on its behalf by:
 

G D Warner
Director

Warners Retail Group Limited

Consolidated Statement of Changes in Equity for the Year Ended 30 September 2025
Equity attributable to the parent company

	Share capital £	Profit and loss account £	Total £
At 1 October 2024	4,507	7,604,313	7,608,820
Profit for the year	-	454,870	454,870
Dividends	-	(148,400)	(148,400)
At 30 September 2025	4,507	7,910,783	7,915,290