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Registered number: 02019776 GILLETT'S (CALLINGTON) LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
GILLETT'S (CALLINGTON) LIMITED
CONTENTS
| Page
Company Information | 1
Strategic Report | 2 - 4
Directors' Report | 5 - 9
Statement of Directors' Responsibilities in respect of the Directors' Report and the Financial Statements | 10
Independent Auditor's Report to the members of Gillett's (Callington) Limited | 11 - 14
Statement of Profit and Loss and Other Comprehensive Income | 15
Balance Sheet | 16
Statement of Changes in Equity | 17
Notes to the Financial Statements | 18 - 38
GILLETT'S (CALLINGTON) LIMITED
COMPANY INFORMATION
Directors | J Moane (Irish resident) (appointed 2 January 2025)
| M A Boardman
| A Keane (Irish resident)
| J Keohane
Company secretary | J Kane (Irish resident)
Registered number | 02019776
Registered office | Moorlands Trading Estate
| Saltash
| Cornwall
| England
| PL12 6LX
Auditor | KPMG
| Chartered Accountants
| 1 Stokes Place
| St. Stephens Green
| Dublin 2
| Ireland
Bankers | 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
GILLETT'S (CALLINGTON) LIMITED
STRATEGIC REPORT FOR THE YEAR ENDED 26 SEPTEMBER 2025
Introduction
The Directors present their strategic report of the Company for the year ended 26 September 2025.
Business review
The principal activity of the Company continues to be the operation of retail convenience stores under the Spar brand. The Company, its parent company, and a fellow subsidiary were classified as held for sale in accordance with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations. As of 28 March 2025, these businesses met the criteria for classification as held for sale based on approved disposal plans, an active search for buyers, and the expectation that the sale will be completed within 12 months of classification. As at 26 September 2025, the Company continues to be classified as an asset held for sale, and the directors anticipate that the sale will be completed in the near future. Trading conditions in the period were challenging for food retailers, with continued investment from the major supermarket groups and the rapid expansion of the discount operators. Sales in the year declined to £96.9m (2024: £105.6m). The convenience retail sector has been particularly impacted from increasing competition from the multiple retailers and discounters. Additionally the level of customer footfall has been hit by rapid decline in the demand for tobacco and vape products. Gross profit margin percentage fell to 26.5% (2024: 27.3%) in the current year and reflects the need to offer consumers better prices on consumer staples. The rate of supply cost inflation also exceeded retail price inflation in the period. The Company recorded a loss of £7.5m (2024: £5.2m) in the current year. The loss in the current year includes a goodwill impairment of £3.8m (2024: £5.7m). Management decided to write down the goodwill balance in response to a forecast indicating future challenges in the retail sector. From an operating perspective, the Directors have attributed the year-on-year decline in performance to rising costs and particularly the impact of labour and employer national insurance increases from April 2025.
Principal risks and uncertainties
The Board monitors the trading performance risks associated with the Company's operations and implements procedures to mitigate the consequences of such risks. The management of the business and the execution of the Company's strategy are subject to a number of risks. The key identified business risks are considered to be competition from multiples and reliance on a major supplier. The Company mitigates the risk from competition by being competitive on price and its economies of scale ensure it is able to deliver value to its customers. Similarly, the reliance on a major supplier also ensures that the company can get maximum value for its customers through bulk order discounts. Page 2
GILLETT'S (CALLINGTON) LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 26 SEPTEMBER 2025
Key performance indicators
Sales, Gross profit margin, stock leakage and wages at the store level are key performance indicators for the business and are monitored by the Directors and management team of the business on a weekly and monthly basis to understand the performance of the estate. The Company’s Balance Sheet at the year end, showing Net Assets of £5.8m (2024: £13.2M). In assessing business performance, the Directors also monitor a number of non-financial measurements, including foot fall and labour hours worked to help measure store efficiency, and numerous other store performance indicators including mystery shopper scores, stock count accuracy and regular audits of stores to confirm compliance.
Section 172 statement
The Board of Directors confirm that during the year they have acted to promote the long term success of the Company for the benefit of the shareholder, while having due regard to matters set out in section 172. Section 172 requires a Director to have regard, amongst other matters, to the following: • likely consequences of any decisions in the long-term; • interests of the Company’s employees; • need to foster the Company’s business relationships with suppliers, customers and others; • impact of the Company’s operations on the community and environment; • desirability of the Company maintaining a reputation for high standards of business conduct and • the need to act fairly between memmber of the Company. Fostering business relationships The Company’s key stakeholders are its employees, customers, suppliers, shareholder and the local communities in which it operates. The views of and the impact of the Company’s activities on those stakeholders are an important consideration for Directors when making relevant decisions. When making judgmental decisions which require balance across different stakeholders interests the board is careful to consider each stakeholder group separately and in the context of its long term consequences. The Company have an established approach to engaging employees to ensure they take their perspectives into account in decision-making and action plans. The employee opinion survey formally captures their views. Impact of the Company’s operations on the community and environment The operations of the Company are regulated by various regulator and government bodies, The Office of Gas and Electricty Markets (OFGEM) being the most notable. OFGEM regulates the gas and electricity market in the UK. The Directors receive formal reports detailing the Company’s compliance with its regulatory obligations. This allows the Directors to monitor compliance and engagement with regulatory and government bodies. Any concerns raised by those bodies would also be shared with the Directors in such reports and an action plan for remediating any such concerns would be discussed by the Directors during Company board meetings. The Directors periodically consider whether the Company’s arrangements for complying with the requirements of government and regulatory bodies are fit for purpose. Page 3
GILLETT'S (CALLINGTON) LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 26 SEPTEMBER 2025 This report was approved by the board and signed on its behalf.
................................................ J Keohane Director
Date: 29 July 2026
Page 4
GILLETT'S (CALLINGTON) LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 26 SEPTEMBER 2025 The Directors present their report and the financial statements for the year ended 26 September 2025. In the current year, the Directors have prepared the financial statements in thousands for presentation purposes. 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. As a result, the two years are not directly comparable, as the current year comprises 361 days compared to 366 days in the prior year.
Results and Dividends
The loss for the year, after taxation, amounted to £7.5m (2024: £5.2m). Details of the loss for the year are set out in the Statement of Profit and Loss account and Other Comprehensive Income on page 14 and related notes. Turnover of £96.9m (2024: £105.6m) was achieved in the year ended 26 September 2025 and the Company generated an operating loss of £6.8m (2024: £4.1m) for the year ended 26 September 2025. The net assets of the Company total £5.8m (2024: £13.2m). From an operating perspective, the Directors have attributed the year-on-year decline in performance to rising inflationary costs, particularly in store electricity and labor expenses. They have also noted a shift in consumer behavior due to the increased cost of living. In the current year, management has decided to write down £3.8m (2024: £5.7m) of the goodwill balance, in response to a forecast indicating future challenges in the retail sector. As of 28 March 2025, the company met the criteria for classification as held for sale based on approved disposal plans, an active search for buyers, and the expectation that the sale will be completed within 12 months of classification. As at 26 September 2025, the Company continues to be classified as an asset held for sale, and the directors anticipate that the sale will be completed in the near future. There were no dividends paid during the year (2024: £Nil).
Directors' and secretary's interests
The Directors who served during the year were:
J Moane (Irish resident) (appointed 2 January 2025)
M A Boardman
A Keane (Irish resident)
J Keohane
In accordance with the Constitution, the Directors are not required to retire by rotation and accordingly they will continue in office. There was 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 Directors and the Company's secretary have no interest in the shares of the Company.
Political contributions
During the year, the Company made no political contributions that would require disclosure (2024: £NIL). Page 5
GILLETT'S (CALLINGTON) LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 26 SEPTEMBER 2025
Environmental matters
The Company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Company has complied with all applicable legislation and regulations.
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.
Employment of disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as is possible, be identical to that of a person who does not suffer from a disability. Employee involvement The Company places considerable value on the involvement of its employees and has continued its previous practice of keeping them informed on matters affecting them as employees and on the various factors affecting the performance of the Company. This is achieved through regular formal and informal meetings. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.
Financial risk management
a) Credit risk The Company is exposed to limited credit risks as sales are transacted for cash. Its main credit risk relates to the payment of a retrospective discount from its major supplier. b) Liquidity risk The Company actively monitors its working capital requirements and cash flows to ensure the Company has sufficient available funds for operations and planned expansions. c) Interest rate cash flow risk The Company has both interest bearing assets and interest bearing liabilities. Interest bearing assets includes cash balances. Interest bearing liabilities relate to lease liabilites.
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. Page 6
GILLETT'S (CALLINGTON) LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 26 SEPTEMBER 2025
Streamlined Energy & Carbon Reporting
The Company's greenhouse gas emissions and energy consumption are as follows:
|  |  |  | 26 September | 30 September
|  |  |  | 2025 | 2024
Emissions resulting from activities for which the Company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent) | 40.6 | 63.5
Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport (in tonnes of CO2 equivalent) | 1424.4 | 1600.8
Emissions from business travel in rental cars or employee-owned vehicles where the company is responsible for purchasing the fuel (tCO2e) | 68.5 | 94
- Energy consumption used to calculate emissions was 8.5m kWh (2024: 8.4m kWh) for the year ended 26 September 2025. - The intensity ratio (tCO2e/1000ft sq retail space) was 10.351 (2024: 11.869); Methodology Notes Third party verification- True Solutions Consulting Ltd Alignment with financial reporting - SECR disclosure has been prepared in line with Gillett’s (Callington) Limited annual accounts made up 26 September 2025. Reporting method - Greenhouse Gas (GHG) emissions reporting is in line with the GHG Protocol - Corporate Accounting and Reporting Standard. Emissions factors - 2025 UK Government GHG Conversion Factors for Company Reporting: https://www.gov.uk/government /publications /greenhouse-gas-reporting -conversion -factors-2025. Calculation method - Activity data x Emissions factors = GHG emissions. Other relevant calculation information - Business travel data has been collected in miles and converted using the 2025 UK Government GHG emissions conversion factors as above Intensity ratio rationale - The chosen metric best reflects our business performance based on the nature of our business. Page 7
GILLETT'S (CALLINGTON) LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 26 SEPTEMBER 2025 Streamlined Energy & Carbon Reporting (continued) Energy Efficiency Actions In the period covered by this disclosure Gillett’s (Callington) Limited has continued to improve the energy efficiency of our operations and infrastructure, this includes: - Consolidation of existing energy saving measures. This includes the continued implementation of planned maintenance for all refrigeration equipment and the replacement of life-expired equipment with energy-efficient units and controls. - The rapid roll-out of SMART meters into all sites with traditional 'dumb' electric meters. Twenty-Seven SMART meters were installed across the group estate. - A review of opening hours. This enabled a reduction in opening hours during 'out-of-season' periods, resulting in lower energy consumption in stores. - A sales-to-cost review was carried out to identify where energy-intensive equipment could be removed or replaced with lower intensity units. This led to the removal or replacement of several ovens and hot cases, reducing energy use.
Post balance sheet events
In May 2026, following discussions that had been ongoing since the end of the 2025 financial year, the Company, its parent company, Appleby Westward Group Ltd, and its fellow subsidiary, Wessex Retail Ltd, entered into an asset purchase agreement with a third party for the sale of certain assets and stores. The disposal is being completed in phases between June and September 2026. In June 2026, Appleby Westward Group Ltd sold its wholesale business, which was subsequently transferred to the purchaser. As of the reporting date, 41 retail stores owned by the Company and Wessex Retail Ltd had also been sold and transferred to the purchaser. The Directors expect the remaining stages of the transaction to be completed before the end of the 2026 financial year. This event is considered a non-adjusting event under IAS 10 Events after the Reporting Period, as it does not provide evidence of conditions that existed at the reporting date. Accordingly, no adjustment has been made to the financial statements; however, this matter has been disclosed due to its potential significance.
Auditor
The auditor, KPMG, will be proposed for reappointment in accordance with Section 487 of the Companies Act 2006. Page 8
GILLETT'S (CALLINGTON) LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 26 SEPTEMBER 2025 This report was approved by the board and signed on its behalf.
J Keohane Director
Date: 29 July 2026
Moorlands Trading Estate
Saltash
Cornwall
England
PL12 6LX
Page 9
GILLETT'S (CALLINGTON) LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025 The Directors are responsible for preparing the strategic report, the 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 they have elected to prepare the financial statements in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙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 Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 10
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILLETT'S (CALLINGTON) LIMITED Report on the audit of the financial statements Opinion We have audited the financial statements of Gillett's (Callington) Limited (‘‘the Company’’) for the year ended 26 September 2025, set out on pages 15 to 38, 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 loss 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 11
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILLETT'S (CALLINGTON) 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 12
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILLETT'S (CALLINGTON) 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 or the strategic report; ∙in our opinion, the information given in the directors’ report and the strateigc report are consistent with the financial statements; ∙in our opinion, the directors’ report and the strategic report have 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; or ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime. 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 10, 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 13
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GILLETT'S (CALLINGTON) 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:30 July 2026 for and on behalf of KPMG Chartered Accountants, Statutory Audit Firm 1 Stokes Place St. Stephens Green Dublin 2 Ireland Page 14
GILLETT'S (CALLINGTON) LIMITED
STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 26 SEPTEMBER 2025
| 26 September | 30 September
| 2025 | 2024
Note | £'000 | £'000
Turnover | 4 | 96,877 | 105,631
Cost of sales |  | (71,169) | (76,783)
Gross profit |  | 25,708 | 28,848
Revenue - other | 5 | 2,538 | 2,337
Marketing and Selling costs |  | (26,150) | (25,091)
Administrative expenses |  | (3,668) | (3,410)
Exceptional items | 10 | (5,256) | (6,820)
Operating loss | 6 | (6,828) | (4,136)
Interest receivable | 11 | 22 | 19
Interest payable | 12 | (982) | (966)
Loss before tax |  | (7,788) | (5,083)
Tax on loss | 13 | 295 | (150)
Loss for the financial year |  | (7,493) | (5,233)
The notes on pages 18 to 38 form part of these financial statements.
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 15
GILLETT'S (CALLINGTON) LIMITED REGISTERED NUMBER:02019776
BALANCE SHEET AS AT 26 SEPTEMBER 2025
| 26 September | 30 September
| 2025 | 2024
Note | £'000 | £'000
Fixed assets |  |  |
Goodwill | 15 | 822 | 4,732
Intangible assets | 14 | 63 | 67
Tangible fixed assets | 16 | 23,866 | 25,202
|  | 24,751 | 30,001
Current assets |  |  |
Stocks | 17 | 5,570 | 7,899
Debtors: amounts falling due within one year | 18 | 4,847 | 5,692
Cash at bank |  | 292 | 342
|  | 10,709 | 13,933
Creditors: amounts falling due within one year | 19 | (8,858) | (9,215)
Net current assets |  | 1,851 | 4,718
Total assets less current liabilities |  | 26,602 | 34,719
Creditors: amounts falling due after more than one year | 20 | (20,847) | (21,175)
Deferred taxation | 23 | - | (296)
Net assets |  | 5,755 | 13,248
Capital and reserves |  |  |
Called up share capital | 24 | - | -
Share premium account |  | 202 | 202
Profit and loss account |  | 5,553 | 13,046
Shareholder's funds |  | 5,755 | 13,248
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 July 2026.
................................................ J Keohane
Director
The notes on pages 18 to 38 form part of these financial statements. Page 16
GILLETT'S (CALLINGTON) LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 26 SEPTEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £'000 | £'000 | £'000 | £'000
At 1 October 2023 | - | 202 | 18,279 | 18,481
Comprehensive loss for the year |  |  |  |
Loss for the year | - | - | (5,233) | (5,233)
At 1 October 2024 | - | 202 | 13,046 | 13,248
Comprehensive loss for the year |  |  |  |
Loss for the year | - | - | (7,493) | (7,493)
At 26 September 2025 | - | 202 | 5,553 | 5,755
| The notes on pages 18 to 38 form part of these financial statements.
Page 17
GILLETT'S (CALLINGTON) 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, rounded to the nearest thousand 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"). The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The Company was, at the end of the year, a subsidiary of another Company incorporated outside the UK and in accordance with Section 401 of Companies Act 2006, is not required to produce, and has not published, consolidated accounts.
| 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 requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement ∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers ∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total ∙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; - paragraph 73(e) of IAS 16 Property, Plant and Equipment; - paragraph 118(e) of IAS 38 Intangible Assets; ∙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 paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ∙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 This information is included in the consolidated financial statements of The Spar Group Limited as at 26 September 2025 and these financial statements may be obtained from www.spar.co.za. Page 18
GILLETT'S (CALLINGTON) 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.
| 1.4 | Revenue from contracts with customers
Revenue from operation of retail stores This represents revenue from the Company's main trading activities being from the operation of retail convenience stores under the Spar brand. Revenue is recognised net of value added tax (VAT), rebates, discounts and other allowances. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. Revenue – other Revenue – other mainly comprises marketing and service revenue. The revenue is recognised over time. Marketing and promotional activities are recognised in terms of the relevant contractual arrangements. These relate to ancillary sales and services provided by the company. The Company is satisfied that these services are distinct within the context of the relevant contracts. Rental income in respect of operating leases is recognised on a straight-line basis over the lease term.
| 1.5 | Leases
Right of use (ROU) assets include all categories of assets as described in the Tangible fixed assets note below. These ROU assets are measured at cost comprising of the initial measurement of the lease liability. ROU assets are subsequently measured at cost less accumulated depreciation and accumulated impairment losses and are depreciated over the shorter period between the lease term and the useful life of the asset on a straight line basis. Where the Company head leases a property and enters into a sublease arrangement with a lessee, the Company recognises a finance lease receivable rather than a right-of-use asset. Lease liabilities are initially measured at the present value of the lease payments that are due at the commencement date, discounted using the interest rate implicit in the lease. Where this cannot be determined the lessee’s incremental borrowing rate is used. The incremental rate on all the property leases is at 4%- 7%. All vehicles have applied the implicit rate which ranges from 4% - 7%. Lease liabilities are subsequently measured at amortised cost and remeasured when there is a change in future lease payments arising from a change in term or if the company changes its assessment on whether it will exercise a purchase, extension or termination option at the end of the contract. Page 19
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025 1.Accounting policies (continued)
| 1.5 | Leases (continued)
The Company has applied the use of a single discount rate to each portfolio of leases that have reasonably similar terms, underlying assets and economic circumstances. The Company has continued to account for leases with remaining lease terms of less than 12 months as short term leases, where no ROU asset is recognised and lease payments are recognised as an expense in profit or loss. Practical expedients The Company will apply a practical expedient available in the standard not to account for new leases which have an underlying asset value of approximately £5,000. These will remain in the profit and loss and other comprehensive income as rental charges.
| 1.6 | Other 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.
| 1.7 | Goodwill
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued. When a business combination agreement provides for an adjustment to the cost of the combination which is contingent on future events, the Company includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably. However, if the potential adjustment is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration shall be treated as an adjustment to the cost of the combination. Changes in the estimated value of contingent consideration arising on business combinations completed as a consequence result in a change in the carrying value of the related goodwill. Goodwill is capitalised as an intangible asset and is not amortised. Instead it is reviewed annually for impairment with any impairment in carrying value being charged to profit or loss. The Companies Act 2006 requires acquired goodwill to be reduced by provisions for depreciation calculated to write off the amount systematically over a period chosen by the directors, not exceeding its useful economic life. It has been deemed, however, the non-amortisation of goodwill is a departure, for the overriding purpose of giving a true and fair view. The effect of this departure has not been quantified because it is impracticable and, in the opinion of the directors, would be misleading. Page 20
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025 1.Accounting policies (continued)
| 1.8 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 1.9 | 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. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. Land is not depreciated. Depreciation on other assets 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:
|  |  |  | Long-term leasehold property | - | Depreciated over the life of the lease
|  |  |  | Short term leasehold property | - | Depreciated over the life of the lease
|  |  |  | Fixtures and fittings | - | 12.5% straight line
|  |  |  | Computer equipment | - | not depreciated
|  |  |  | Right of use assets | - | Over the life of the lease
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. Page 21
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025 1.Accounting policies (continued)
| 1.10 | Stocks
Stocks are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition.
| 1.11 | Debtors
Trade and other debtors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.
| 1.12 | 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.
| 1.13 | Financial instruments
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below: Financial assets and financial liabilities are initially measured at fair value. Financial assets Financial assets includes cash at bank, amounts owed by group undertakings, trade receivables and other receivables. Financial liabilities Financial liabilities include trade payables, amounts owed to group undertakings, other creditors, lease liabilities and accruals.
| 1.14 | 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. Finance costs include interest paid or accrued on finance lease payables. Page 22
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025 1.Accounting policies (continued)
| 1.15 | Employee benefits
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 1.16 | Interest income
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
| 1.17 | 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 balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 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 balance sheet date.
| 1.18 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence. Page 23
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
2. | General information
Gillett's (Callington) Limited (the "Company") is a private limited company incorporated, registered and domiciled in the United Kingdom. The registered number is 02019776 and its registered office is located at Moorlands Trading Estate, Saltash, Cornwall, England PL12 6LX.
3. | 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 affect 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) Application of IFRS 16 Leases The Company uses judgement in determining the lease term and, therefore, the discount rate applied in calculating the right of use asset and lease liability. In determining the lease term, the Company has considered the current economic conditions and other relevant factors in assessing whether it is likely the lease will be extended or whether a break option will be availed of. The discount rate is determined based on the incremental borrowing rate, which is most sensitive to the lease term and currency, determined per lease or portfolio of leases. (b) Provision for inventory obsolescence The provision for net realisable value of inventory represents management’s estimate of the extent to which inventory on hand at the reporting date will be sold below cost. This estimate takes into consideration past trends, evidence of impairment at year end and an assessment of future saleability. (c) Impairment of goodwill The Company has significant carrying value of goodwill held on the balance sheet. Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in arm’s length transactions of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model where the determination of key assumptions requires judgement. (d) Key sources of estimation uncertainty There are no key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date that management has assessed as having a significant risk of causing material adjustment to the carrying amounts of the assets and liabilities within the next financial period. Page 24
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
4. | Revenue from contracts with customers
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Operation of retail convenience stores | 96,877 | 105,631
|  | 96,877 | 105,631
Analysis of turnover by country of destination:
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| United Kingdom | 96,877 | 105,631
|  | 96,877 | 105,631
5. | Revenue - other
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Rent receivable | 338 | 345
| Other revenue services | 2,200 | 1,992
|  | 2,538 | 2,337
Page 25
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Rental expense | 115 | 125
| Depreciation of tangible fixed assets | 3,477 | 3,221
| Amortisation - intangible fixed assets | 4 | 10
| Cost of defined contribution scheme | 261 | 257
7. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 25 | 24
Page 26
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
8. | Employees
| Staff costs were as follows:
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Wages and salaries | 17,172 | 17,275
| Social security costs | 1,289 | 966
| Cost of defined contribution scheme | 261 | 257
|  | 18,722 | 18,498
| The average monthly number of employees during the year was as follows:
|  |  | 26 September | 30 September
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Marketing, selling and distribution | 515 | 590
|  | Administration | 13 | 20
|  |  | 528 | 610
9. | Directors' remuneration
| The Directors received no emoluments in the year ended 26 September 2025 (2024: £Nil). The directors emoluments were borne by another entity.
10. | Exceptional items
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Termination and closure costs | 319 | -
| Provision re intercompany balances | - | 1,027
| Impairment of goodwill | 3,773 | 5,757
| Write down of stock | 1,164 | -
| Acquisition costs | - | 36
|  | 5,256 | 6,820
Page 27
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
11. | Interest receivable
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Interest on HMRC refund | 22 | 19
|  | 22 | 19
12. | Interest payable
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Interest on lease liabilities | 982 | 966
|  | 982 | 966
13. | Taxation
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Corporation tax |  |
| Adjustments in respect of previous periods | - | 4
| Total current tax | - | 4
| Deferred tax |  |
| Origination and reversal of timing differences | (324) | 141
| Prior year adjustment | 29 | 5
| Total deferred tax | (295) | 146
| Tax on loss | (295) | 150
Page 28
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025 13.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is differs from (2024 - differs from) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Loss on ordinary activities before tax | (7,788) | (5,083)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (1,947) | (1,271)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 1,381 | 1,780
| Adjustments to tax charge in respect of prior periods - deferred tax | 29 | 5
| Adjustments to tax charge in respect of prior periods - corporation tax | - | 4
| Group relief | 59 | (368)
| Movement in unrecognised deferred tax | 183 | -
| Total tax charge for the year | (295) | 150
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 29
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
14. | Intangible assets
|  | Licences | Computer software | Total
|  | £'000 | £'000 | £'000
| Cost |  |  |
| At 1 October 2024 | 130 | 62 | 192
| At 26 September 2025 | 130 | 62 | 192
| Amortisation |  |  |
| At 1 October 2024 | 77 | 48 | 125
| Charge for the year on owned assets | - | 4 | 4
| At 26 September 2025 | 77 | 52 | 129
| Net book value |  |  |
| At 26 September 2025 | 53 | 10 | 63
| At 30 September 2024 | 53 | 14 | 67
| Indefinite useful life
| The net book value of assets assessed as having an indefinite useful life are as follows:
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Licences | 53 | 53
| Licences are not amortised but are tested for impairment annually. Computer software is amortised over the life of the asset.
Page 30
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
15. | Goodwill
|  | 2025
|  | £'000
| Cost |
| At 1 October 2024 | 17,814
| Disposals | (137)
| At 26 September 2025 | 17,677
| Amortisation |
| At 1 October 2024 | 13,082
| Charge for the year | 3,773
| At 26 September 2025 | 16,855
| Net book value |
| At 26 September 2025 | 822
| At 30 September 2024 | 4,732
| Goodwill is tested for impairment annually. In the current year, management has decided to write down £3.8m (2024: £5.7m) of the goodwill balance, in response to a forecast indicating future challenges in the retail sector.
Page 31
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
16. | Tangible fixed assets
|  | Long-term leasehold property | Short-term leasehold property | Fixtures and fittings | Computer equipment | Total
|  | £'000 | £'000 | £'000 | £'000 | £'000
| Cost or valuation |  |  |  |  |
| At 1 October 2024 | 35,508 | 1,650 | 18,969 | 58 | 56,185
| Additions/modifications | 1,914 | 127 | 405 | - | 2,446
| Disposals | (561) | (25) | (166) | - | (752)
| At 26 September 2025 | 36,861 | 1,752 | 19,208 | 58 | 57,879
| Depreciation |  |  |  |  |
| At 1 October 2024 | 15,903 | 1,167 | 13,913 | - | 30,983
| Charge for the year on owned assets | - | 122 | 1,340 | 58 | 1,520
| Charge for the year on right-of-use assets | 1,957 | - | - | - | 1,957
| Disposals | (447) | - | - | - | (447)
| At 26 September 2025 | 17,413 | 1,289 | 15,253 | 58 | 34,013
| Net book value |  |  |  |  |
| At 26 September 2025 | 19,448 | 463 | 3,955 | - | 23,866
| At 30 September 2024 | 19,605 | 483 | 5,056 | 58 | 25,202
| The net book value of owned and leased assets included as "Tangible fixed assets" in the Balance Sheet is as follows:
|  | 26 September | 30 September
|  | 2025 | 2024
|  | £'000 | £'000
| Tangible fixed assets owned | 4,418 | 5,597
| Right-of-use tangible fixed assets | 19,448 | 19,605
|  | 23,866 | 25,202
Page 32
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025 16.Tangible fixed assets (continued)
| Information about right-of-use assets is summarised below:
| Net book value
|  |  |  | 26 September | 30 September
|  |  |  | 2025 | 2024
|  |  |  | £'000 | £'000
| Property | 19,448 | 19,605
|  | 19,448 | 19,605
| Depreciation charge for the year ended
|  |  |  | 26 September | 30 September
|  |  |  | 2025 | 2024
|  |  |  | £'000 | £'000
| Property | 1,957 | 1,866
| Plant and machinery | - | 7
|  | 1,957 | 1,873
| Additions/modifcations to right-of-use assets
|  | 26 September | 30 September
|  | 2025 | 2024
|  | £'000 | £'000
| Additions to right-of-use assets | 1,914 | 937
17. | Stocks
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Finished goods and goods for resale | 5,570 | 7,899
|  | 5,570 | 7,899
| Replacement costs of stock
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
Page 33
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
18. | Debtors: amounts falling due within one year
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Trade debtors | 7 | 9
| Amounts owed by group undertakings | 3,253 | 3,909
| Other debtors | 1,039 | 887
| Prepayments and accrued income | 548 | 450
| Corporation tax | - | 437
|  | 4,847 | 5,692
| Amounts owed by group undertakings are stated net of a provision of £Nil (2024: £1.0m). Amounts owed by group undertakings are secured, interest free and repayable on demand.
19. | Creditors: Amounts falling due within one year
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Trade creditors | 1,237 | 1,629
| Amounts owed to group undertakings | 3,713 | 3,674
| Other taxation and social security | 673 | 569
| Lease liabilities (see note 21) | 1,887 | 1,812
| Other creditors and accruals | 1,348 | 1,531
|  | 8,858 | 9,215
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Other taxation and social security |  |
| PAYE/NI control | 209 | 289
| VAT control | 464 | 280
|  | 673 | 569
Page 34
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
20. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Lease liabilities | 20,847 | 21,175
|  | 20,847 | 21,175
21. | Leases
| Company as a lessee
| The Companys' leases consist of properties and vehicles.
| Lease liabilities are due as follows:
|  |  |  | 2025 | 2024
|  |  |  | £'000 | £'000
| Not later than one year | 1,887 | 1,812
| Between one year and five years | 7,895 | 7,403
| Later than five years | 12,952 | 13,772
|  | 22,734 | 22,987
| The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:
|  |  |  | 2025 | 2024
|  |  |  | £'000 | £'000
| Interest expense on lease liabilities | 982 | 966
Page 35
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
22. | Financial instruments
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Financial assets |  |
| Financial assets measured at amortised cost | 4,591 | 5,147
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | (28,673) | (29,821)
| Financial assets measured at amortised cost comprise of cash at bank, amounts owed by group undertakings, trade receivables and other receivables.
| Financial liabilities measured at amortised cost comprise of trade payables, amounts owed to group undertakings, other creditors, lease liabilities and accruals.
23. | Deferred taxation
|  | 2025
|  | £'000
| Deferred tax liability |
| At beginning of year | (296)
| Credited to profit or loss | 296
| At end of year | -
| The deferred taxation balance is made up as follows:
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £'000 | £'000
| Fixed assets timing differences | - | (380)
| Defined benefit obligations | - | 5
| Provisions, claims & prepayments | - | 79
|  | - | (296)
Page 36
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
24. | Share capital
| Shares classified as equity
|  |  |  |  | 26 September | 30 September
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid shares |  |
|  | 100 ordinary shares of £1.00 | 100 | 100
| Each ordinary share entitles the holder thereof to receive notice of and to attend, speak and vote at General Meetings of the company.
25. | Capital commitments
The Company had capital commitments of £171k as at 26 September 2025 (2024: £110k).
26. | Retirement benefit commitments
The company operated two defined contribution pension schemes. The pension cost charge for the 26 September 2025 represents contributions payable to the schemes and amounted to £261k (2024: £257k).
27. | Contingent liabilities
The company and certain of its fellow subsidiaries have unconditionally, jointly and severally guaranteed up to €247m (2024: €250m) of Senior Credit Facilities together with outstanding interest thereon. The actual contingent liability at 26 September 2025 was €129m (2024: €133m).
28. | Financial guarantees
The Company participates in a cross-guarantee arrangement under the Parent’s group financing structure for borrowings advanced by third parties outside of the Parent Group. Guarantees provided by the Company under these arrangements have been classified as financial guarantee contracts and are treated as financial instruments. These are measured initially at fair value and thereafter at the higher of (i) any expected credit loss allowance and (ii) the initial fair value amount recognised less any cumulative amount recognised in income. The Company is a beneficiary under the Parent’s group financing arrangements. The Company has estimated the fair value of the guarantees to be immaterial. Page 37
GILLETT'S (CALLINGTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 26 SEPTEMBER 2025
29. | Post balance sheet events
In May 2026, following discussions that had been ongoing since the end of the 2025 financial year, the Company, its parent company, Appleby Westward Group Ltd, and it's fellow subsidiary, Wessex Retail Ltd, entered into an asset purchase agreement with a third party for the sale of certain assets and stores. The disposal is being completed in phases between June and September 2026. In June 2026, Appleby Westward Group Ltd sold it's wholesale business, which was subsequently transferred to the purchaser. As of the reporting date, 41 retail stores owned by the Company and Wessex Retail Ltd had also been sold and transferred to the purchaser. The Directors expect the remaining stages of the transaction to be completed before the end of the 2026 financial year. This event is considered a non-adjusting event under IAS 10 Events after the Reporting Period, as it does not provide evidence of conditions that existed at the reporting date. Accordingly, no adjustment has been made to the financial statements; however, this matter has been disclosed due to its potential significance.
30. | Controlling party
The Company is a wholly owned subsidiary of GCL 2016 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 registered office is The Umhlanga Arch, 1 Ncondo Place, Umhlanga Ridge, Durban, 4320, South Africa. The Spar Group Limited include the Company in its consolidated financial statements which are prepared in accordance with the relevant accounting standards, The consolidated financial statements are available to the public and may be obtained from their website www.spar.co.za.
Page 38