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Registered number: 1791158
APPLEBY WESTWARD GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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APPLEBY WESTWARD GROUP LIMITED
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CONTENTS
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Statement of Directors' Responsibilities in respect of the Directors' Report and the Financial Statements
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Independent Auditor's Report to the members of Appleby Westward Group Limited
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Statement of Profit and Loss and Other Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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APPLEBY WESTWARD GROUP LIMITED
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COMPANY INFORMATION
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L Crawford (Irish resident) (resigned 31 December 2024)
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J Moane (Irish resident) (appointed 2 January 2025)
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APPLEBY WESTWARD GROUP LIMITED
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STRATEGIC REPORT
FOR THE YEAR ENDED 26 SEPTEMBER 2025
The Directors present their strategic report of the Company for the year ended 26 September 2025.
In the current year, the Group has adopted the 52 week retail calendar for financial reporting, aligning the
Group’s reporting cycle with international retail best practice.
The principal activity of the Company continues to be the distribution of foods, spirits, wines and tobacco products to Spar convenience shops and supermarkets.
The Company and its subsidiaries, 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.
The Company and its subsidiaries, continues to be classified as held for sale at 26 September 2025, as the Group remains committed to a plan to sell this operation and an active process to locate a buyer is ongoing.
The Company faced difficult trading conditions during the year due to shifting marketplace trend. The cost of living crisis in the UK impacted consumer confidence and and a general UK wide decline in retail volumes have all contributed to lower revenues.
Sales in the year declined by 9.0% to £165.4m (2024: £181.8m) this decline is indicative of the challenges facing convenience retail as a sector.
The Gross Profit rate was 10.3% in the year (2024: 10.5%) with the dilution reflecting cost inflation and declining distribution cost recovery.
The Company recorded a loss of £13.4m (2024: £15.1m) in the current year. In the current year there is exceptional costs of £8.4m (2024: £13.4m). Within exceptionals in the current year includes investment impairment of £6.8m (2024: £3.0m) and intercompany provisions of £Nil in current year (2024: £10.1m).
The Directors have stated that the loss is due to the business having to adapt to a significant decline in volume demand from it's core customer base of convenience retail. The business has undertaken major restructuring during the financial year to reset the Company’s cost base with volume demand.
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 the related notes. Turnover of £165.4m (2024: £181.8m) was achieved in the year ended 26 September 2025 and the Company generated an operating loss of £11.5m (2024: £15.2m) for the year ended 26 September 2025. The net assets of the Company total £7.9m (2024: £21.2m).
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APPLEBY WESTWARD GROUP LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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 shareholders, while having due regard to matters set out in section 172 of the Companies Act 2006. 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 as between members fo 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.
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 Electricity 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.
Principal risks and uncertainties
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The Board monitors the trading performances 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 increasing competition from other distributors and cash and carry businesses who are increasingly being supported by or acquired by the big multiples.
Key performance indicators
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Sales and Gross Margins are Key Performance Indicators (KPI) for the business and are monitored by the Directors and management team on a weekly and monthly basis to understand the performance.
Other non-financial performance indicators used by the Directors to manage the business include service levels to customers broken down by ambient and chilled to ensure performance is tracked by each distribution
location. This is also tracked and measured for key strategic customers. The growth in store numbers is also an
important KPI used by the executive team to measure the growth of the business and helps to ensure both
organic like-for-like and expansion growth is achieved. Other customer-focused KPIs include the measurement of customer returns as well as the level of customer loyalty achieved against trading agreements.
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APPLEBY WESTWARD GROUP LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 26 SEPTEMBER 2025
Financial risk management
The Company's operations exposed it to a variety of financial risks that include foreign exchange risk, liquidity and interest rate risk. The Group has in place a risk management programme that seeks to manage the financial exposures of the Group by monitoring levels of debt finance and related finance costs.
In order to manage interest rate risk, the company has a policy of pooling its cash flow with its parent and group companies and has a policy of maintaining two thirds of its debt at a fixed rate.
Given the size of the Company, the Directors have not delegated the responsibility of monitoring financial risk
management to a sub committee of the board. The policies are set by the board of Directors and are implemented by the company's finance department.
Price risk
The Company has no exposure to commodity price risk as a result of its operations. The Directors will revisit the
appropriateness of this policy should the company's operations change in size or nature.
Credit risk
The Company has implemented policies that require appropriate credit checks on potential customers before sales are made and to ensure arrears are closely monitored and followed up.
Liquidity risk
The Group actively maintains a mix of long-term and short-term debt finance that is designed to ensure the Group has sufficient funds for operations and planned expansions.
Interest rate and cash flow risk
The Company has both interest bearing assets and interest bearing liabilities. Interest bearing assets include finance lease receivables and cash balances that earn interest at varying rates spread over a variety of maturity years. Interest bearing liabilities include bank loans and finance leases all of which earn interest at varying rates spread over a variety of maturity years. The Company has a policy of maintaining debt at fixed rates within a spread of maturity years to ensure flexibility of future interest and capital cash flows. The Directors will revisit the appropriateness of this policy should the Company's operations change in size or nature.
This report was approved by the board and signed on its behalf.
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APPLEBY WESTWARD GROUP LIMITED
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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.
The Directors have prepared the financial statements to thousands for presentation purposes.
The loss for the year, after taxation, amounted to £13.4m (2024: £15.1m).
The Directors consider the current year to have been a challenging trading period. Sales declined by 9.0% to £165.4m (2024: £181.8m), reflecting the broader pressures currently facing the convenience retail sector.
There were no dividends paid during the year (2024: £Nil).
Directors' and secretary's interests
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The Directors who served during the year were:
L Crawford (Irish resident) (resigned 31 December 2024)
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J Moane (Irish resident) (appointed 2 January 2025)
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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 secretary have no interest in the shares of the Company.
Political or charitable contributions
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During the year, the Company made no political or charitable contributions that would require disclosure (2024: £NIL).
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.
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APPLEBY WESTWARD GROUP LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 26 SEPTEMBER 2025
The financial statements have been prepared on a going concern basis.
The board has reviewed the balance sheet as at 26 September 2025 and considered the excess of current
liabilities over current assets.
At year end, the Company is in a net current liability position and as such has received a letter of financial support from BWG Group Unlimited Company undertaking to provide financial support to the Company for a period not less than twelve months from the date of these financial statements.
The Directors have a reasonable expectation that the Company has sufficient resources to continue operating for the foreseeable future, taking into account the scale and duration of the Group’s banking facilities. Accordingly, the financial statements have been prepared on a going concern basis.
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.
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.
Streamlined Energy Carbon Reporting
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The Company's greenhouse gas emissions and energy consumption are as follows:
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Emissions resulting from activities for which the company is responsible involving the combustion of gas or combustion of fuel for the purposes of transport (in tonnes of CO2 equivalent)
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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)
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Emissions from business travel in rental cars or
employee-owned vehicles where company is responsible
for purchasing the fuel (tCO2e)
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- Energy consumption used to calculate emissions was 3.8m (kWh) (2024: 4.5m (kWh)) for the year ended 26 September 2025.
-The intensity ratio (tCO2e/£1m turnover) was 5.377 (2024: 5.529).
Methodology Notes
Third party verification - True Solutions Consulting Ltd.
Alignment with financial reporting - SECR disclosure has been prepared in line with Appleby Westward Group
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APPLEBY WESTWARD GROUP LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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 source - 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 2024 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.
Streamlined Energy Carbon Reporting (continued)
Energy Efficiency Actions
In the period covered by this disclosure Appleby Westward 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 introduction of new transport planning software, which would reduce fleet mileage and fuel consumption. The successful implementation of this project significantly reduces fleet mileage without reducing service levels to the stores.
Disclosure of information to auditor
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Directors is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Directors 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
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In May 2026, following discussions that had been ongoing since the end of the 2025 financial year, the Company and it's fellow subsidiaries, Gilletts (Callington) Ltd and 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, the Company sold its wholesale business, which was subsequently transferred to the purchaser. As of the reporting date, 41 retail stores owned by its subsidiaries, Gilletts (Callington) Ltd 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.
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APPLEBY WESTWARD GROUP LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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.
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APPLEBY WESTWARD GROUP LIMITED
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STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS
REPORT AND 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 they 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APPLEBY WESTWARD GROUP LIMITED
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Appleby Westward Group Limited (‘‘the Company’’) for the year ended 26 September 2025, set out on pages 14 to 41, 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APPLEBY WESTWARD GROUP 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APPLEBY WESTWARD GROUP 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 9, 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APPLEBY WESTWARD GROUP 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. Stephen's Green
Dublin 2
Ireland
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APPLEBY WESTWARD GROUP LIMITED
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STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Loss for the financial year
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The notes on pages 17 to 41 form part of these financial statements.
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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.
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APPLEBY WESTWARD GROUP LIMITED
REGISTERED NUMBER:1791158
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BALANCE SHEET
AS AT 26 SEPTEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 41 form part of these financial statements.
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APPLEBY WESTWARD GROUP LIMITED
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Comprehensive loss for the year
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Comprehensive loss for the year
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The notes on pages 17 to 41 form part of these financial statements.
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
1.Accounting policies
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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) and the Companies Act 2006. There have been no material departures from the standard.
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.
The following principal accounting policies have been applied:
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Financial Reporting Standard 101 - reduced disclosure exemptions
|
In preparing these financial statements, the company applies recognition, measurement and disclosure requirements of international accounting standards in conformity with the requirements of the Companies Act 2006 ("UK-adopted IFRS") but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
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;
∙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
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
1.Accounting policies (continued)
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Financial Reporting Standard 101 - reduced disclosure exemptions (continued)
|
26 September 2025 and these financial statements may be obtained from www.spar.co.za.
The financial statements have been prepared on a going concern basis.
The board has reviewed the balance sheet as at 26 September 2025 and considered the excess of current liabilities over current assets.
The Directors have a reasonable expectation that the Company has sufficient resources to continue operating for the foreseeable future, taking into account the scale and duration of the Group’s banking facilities. Accordingly, the financial statements have been prepared on a going concern basis.
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Revenue from contracts with customers
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Revenue from sale of merchandise
Warehouse sales are recognised when control of the products has transferred, being at a point in time when the products are delivered to the retailers, and there is no unfulfilled obligation that could affect the retailer’s acceptance of the products.
Revenue is recognised net of value added tax (VAT), rebates, discounts and other allowances. Accumulated experience is used to estimate and provide for incentive rebates and discounts. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only passage of time is required before the payment is due.
Revenue – other
Revenue – other mainly comprises marketing, service revenue and rental income. 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.
Supplier incentives, rebates, fixed income and discounts (collectively known as "supplier income")
are recognised, as a deduction from cost of inventories recognised as an expense, as they accrue in
accordance with the terms of each relevant supplier agreement. All supplier income is supported by
agreements and, in some instances, these agreements begin and end within the Company's financial year. In such cases the amount of any income accrued in relation to these agreements is supported by detailed calculations.
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
1.Accounting policies (continued)
Right of use (ROU) assets include all categories of assets as described in the tangible fixed asset 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.
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.
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.
Computer software is recognised at cost, plus any initial direct costs incurred directly attributable to bringing the asset to a point capable of operating in the manner intended by management and is subsequently measured at cost less accumulated amortisation and any recognised impairment losses.
Computer software is amortised on a straight line basis at a range between 14% and 20%.
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
1.Accounting policies (continued)
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:
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Freehold and leasehold property
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50 years and longer of lease term or the life of the lease
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Depreciated over the life of the lease
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Internal Transport, Plant & equipment
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Assets held under construction
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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.
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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.
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
1.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
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.
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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.
Financial assets and liabilities are recognised in the statement of financial position when the Company becomes a party to the contractual provisions of the instrument. The information below is an illustration of our major categories of financial instruments including how these are recognised and measured:
Financial assets
Financial assets that includes investments, amounts owed by group undertakings, other debtors, finance lease receivables and cash. These are initially recognised at fair value plus initial direct costs and subsequently measured at amortised cost using the effective interest rate method.
Financial liabilities
Financial liabilities that includes amounts owed to group undertakings, lease liabilities, bank loans
and other financial liabilities. These are initially recognised at fair value plus initial direct costs and
subsequently measured at amortised cost using the effective interest rate method.
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 and the financial liabilities described in the financial instruments accounting policy.
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
1.Accounting policies (continued)
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.
Interest income is recognised in profit or loss using the effective interest method.
Finance income includes interest received on finance lease receivables, overdue debtors and the financial assets described in the financial instruments accounting policy.
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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.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
Appleby Westward Group Limited ("the Company") is a private limited company incorporated, domiciled and registered in the United Kingdom. The Company's registered number is 1791158 and the registered office is located at Moorlands Trading Estate, Saltash, Cornwall, PL12 6LX.
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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) 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 salability.
(b) 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 significant risk of causing material adjustment to the carrying amount of the assets and liabilities within the next financial year.
(c) Expected credit loss on financial assets
(i) The Company assesses on a forward looking basis the expected credit losses associated with it's financial assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Company applies the simplified approach, which requires expected lifetime
losses to be recognised from initial recognition of the receivables.
For investments in subsidiaries and intercompany debtors, the recoverability of the related balances is assessed annually as part of the impairment testing process.
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
|
|
Revenue from contracts with customers
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An analysis of turnover by class of business is as follows:
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Distribution of produce to retail outlets
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Analysis of turnover by country of destination:
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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The operating loss is stated after charging:
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Operating lease rentals - Equipment leasing
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Depreciation of tangible fixed assets (note 16)
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Amortisation - intangible fixed assets (note 15)
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(Loss)/profit on sale of tangible assets
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Staff pension costs - defined contribution schemes
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Warehouse and distribution expenses
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Marketing and selling expenses
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The prior year categories have been reclassified to be consistent with current year.
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the year was as follows:
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Marketing, selling and distribution
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Directors pension costs - defined contribution schemes
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The highest paid Director received remuneration of £354 thousand (2024 - £386 thousand).
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The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £18k (2024 - £18k).
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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Provision for intercompany loan
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Impairment of investments
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Impairment of financial assets
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Interest on financial assets
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Interest on loans from group undertakings
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Interest on lease liabilities
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Timing difference on fixed assets
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
14.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year differs from (2024 - differs from) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.0% (2024 - 25.0%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustment in respect of prior year - deferred tax
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Defered tax not recognised
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Derecognition of deferred tax asset
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Charge for the year on owned assets
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Freehold and leasehold property
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Internal transport, plant and equipment
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Transfers between classes
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Charge for the year on owned assets
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Charge for the year on right-of-use assets
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The net book value of owned and leased assets included as "Tangible fixed assets" in the Balance Sheet is as follows:
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Tangible fixed assets owned
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Right-of-use tangible fixed assets
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
16.Tangible fixed assets (continued)
|
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Information about right-of-use assets is summarised below:
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Depreciation charge for the year ended
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Additions to right-of-use assets
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Additions to right-of-use assets
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APPLEBY WESTWARD GROUP LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
|
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Investments in subsidiary companies
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During the annual impairment review of the Company’s investments, an impairment charge of £6.8m (2024: £3.0m) has been recognised for the current year. The impairment relates to the Company’s investments in GCL 2016 Limited.
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The following were subsidiary undertakings of the Company:
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Moorlands TradingEstate, Saltash,Cornwall, England
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Gillett's (Callington) Limited
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Moorlands TradingEstate, Saltash,Cornwall, England
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Moorlands TradingEstate, Saltash,Cornwall, England
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Moorlands TradingEstate, Saltash,Cornwall, England
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APPLEBY WESTWARD GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
Subsidiary undertakings (continued)
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The aggregate of the share capital and reserves as at 26 September 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Gillett's (Callington) Limited
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Finished goods and goods for resale
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Replacement costs of stock
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
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APPLEBY WESTWARD GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Due after more than one year
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Interest bearing assets are unsecured, bear interest at variable floating interest rates and have repayable terms.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Deferred taxation (see note 25)
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Trade debtors are net of a provision of £0.2m (2024: £0.2m).
Trade debtors include an intercompany trade balance of £0.6m (2024: £1.3m)
Amounts owed by group undertakings are stated net of a provision of £8.5m (2024: £10.1m).
Amounts owed by group undertakings are unsecured, bear no interest and are repayable on demand.
Interest bearing assets are unsecured, bear interest at variable floating interest rates and have repayable terms.
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APPLEBY WESTWARD GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Lease liabilities (see note 23)
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Amounts owed to group undertakings are unsecured, bear interest at 4.3% as at 26 September 2025 (2024: 6.38%) and are repayable on demand.
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Other taxation and social security
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Creditors: Amounts falling due after more than one year
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In the current year, as a result of the group restructure the bank loan was transferred from the Company to a fellow subsidiary, Triode Seniroco UC, a company incorporated in Ireland.
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APPLEBY WESTWARD GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due 2-5 years
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As at 26 September 2025, the bank loans of £2.26m was transferred to a fellow subsidary, Triode Seniorco, a company incorporated in Ireland.
The average interest rate for the current year on the bank loans is 5.54% (2024: 6.27%).
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Leases are made up of plant and machinery.
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Lease liabilities are due as follows:
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Between one year and five years
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The average interest rate charged on the lease liabilities in the year ended 26 September 2025 is 5.22% (2024: 6.3%)
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The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:
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Interest expense on lease liabilities
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Expenses relating to short-term leases
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APPLEBY WESTWARD GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
23.Leases (continued)
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The Company has sublet leased properties, and the resulting income streams have been accounted for as a financial asset from transition.
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Finance lease receivables
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The following table summarises the undiscounted lease payments receivable after the reporting date.
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Between one and two years
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Between two and three years
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Between three and four years
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Between four and five years
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Total undiscounted lease payments receivable
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The interest receivable arising from the finance lease receivables in the current year was £38k (2024: £18k)
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Financial assets that are debt instruments measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprise of investments, cash at bank, trade debtors, amounts owed by group undertakings, other debtors and interest bearing assets.
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Financial liabilities measured at amortised cost comprise of trade creditors, amounts owed to group undertakings, accruals, lease liabilities, bank overdraft and bank loans.
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APPLEBY WESTWARD GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
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Credited to profit or loss
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The deferred tax asset is made up as follows:
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Property, plant & equipment
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Defined benefit obligations
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Provisions, claims & prepayments
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Shares classified as equity
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7,000,000 ordinary shares of £0.20 each
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380,000 7% cumulative redeemable non voting preference shares of £1.00 each
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Allotted, called up and fully paid
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5,572,000 ordinary shares of £0.20 each
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Each ordinary share entitles the holder thereof to receive notice of and to attend, speak and vote at General Meetings of the company.
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APPLEBY WESTWARD GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
The company operates a defined contribution pension scheme.
The pension cost charge for the year ended September 2025 represents contributions payable to the scheme and amounted to £237k (2024: £245k).
The company and certain of its fellow subsidiaries have unconditionally, jointly and severally guaranteed up to €247m (2024: €250m) of Senior Credit and Bond Facilities together with outstanding interest thereon. The actual contingent liability at 26 September 2025 was €129m (2024: €133m).
The company and certain of its fellow subsidiaries have guaranteed up to €15m (2024: €15m) of Bonds and Guarantee Facilities together with outstanding interest thereon. The actual contingent liability at 26 September 2025 was €11.2m (2024: €11.2m).
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.
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Post balance sheet events
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In May 2026, following discussions that had been ongoing since the end of the 2025 financial year, the Company and it's fellow subsidiaries, Gilletts (Callington) Ltd and 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, the Company sold it's wholesale business, which was subsequently transferred to the purchaser. As of the reporting date, 41 retail stores owned by its subsidiaries, Gilletts (Callington) Ltd 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.
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APPLEBY WESTWARD GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 SEPTEMBER 2025
The Company is a wholly owned subsidiary of Triode Acquisitions UK Limited, a company incorporated in the UK. 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.
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