Company registration number 03458718 (England and Wales)
C.GARS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
C.GARS LTD
COMPANY INFORMATION
Directors
F Dechamps
A Swain
(Appointed 14 August 2025)
Company number
03458718
Registered office
18 Kingsgate Place
London
NW6 4TA
Auditor
Gerald Edelman LLP
73 Cornhill
London
EC3V 3QQ
C.GARS LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
C.GARS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

Turnover for the year increased by 0.9% to £24.1m (2024: £23.9m), reflecting continued strength across the company's retail, online and hospitality channels. The board considers this a resilient performance given the challenging consumer environment. The wider group policy focus remains on the provision of high quality, readily available stocks and carefully planned expansion.

 

The directors consider gross profit margins as a key performance indicator. Gross profit margin reduced to 33.4% (2024: 35.4%), principally reflecting increased cost of sales driven by purchasing cost inflation and channel mix changes. The directors will continue to work to maintain or increase margins as a commercial priority for 2026. The directors will continue to monitor staff numbers and employ an experienced management team to administer the business in a profitable manner, with due regard to the objective of providing a high-quality experience to its customer base.

Principal risks and uncertainties

The risk implications of business decisions affecting the company are considered by the directors. The director assesses these risks on a regular basis to ensure that any risks arising from changes in the company’s operations to the external environment are identified and appropriately managed. The individual risks have been categorised into the following areas:

 

- Taxation

- Financing

- Economic climate

- Health and Safety

- Laws and Regulations

- Inflation and energy cost

 

The nature of the specific risk areas and related controls are as follows:

 

Taxation risk

The company is exposed to financial risks from increases in tax rates and changes to the basis of taxation including corporation tax and VAT. The directors are regularly monitoring the impact of the increase in taxes on the company financial forecast.

 

Financing risk

The company’s principal financial instrument is cash. The main purpose of this instrument is to manage the company’s funding and liquidity requirements. The company has other financial assets and liabilities such as trade debtors and trade creditors, which arise directly from its operations.

 

In addition to this the company currently has a Revolving Credit Facility with HSBC and fully compliant with the covenants and loan repayment requirements. There are no indications that there are any liquidity issues.

 

Health and safety

Health and safety are taken as a priority by the company. The risk of non-compliance with health and safety legislation is minimised through training, development and review policies and procedures to maintain higher standards.

 

Laws and regulations

Laws and regulations are taken seriously by the company. This largely relates to sales to under 18 year olds being strictly prohibited. The risk of non-compliance is minimised through all websites requiring customers to confirm they are over the age of 18 and providing identification where this is legally required on sales of certain products.

C.GARS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Inflation and energy cost

Cost inflation, particularly in relation to wages and employment costs, continued to impact the business during 2025. The increase in employer National Insurance contributions announced in the October 2024 Budget has added to the company's employment cost base from April 2025 onwards. The directors continue to monitor the impact of inflation across purchasing, energy and staffing costs and are taking steps to mitigate these pressures through operational efficiencies.

On behalf of the board

F Dechamps
Director
11 June 2026
C.GARS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of selling tobacco products, accessories and premium spirits.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £210,000. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M Orchant
(Resigned 14 August 2025)
F Dechamps
A Swain
(Appointed 14 August 2025)
Auditor

The auditor, Gerald Edelman LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

In preparing these financial statements, the directors are required to:

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 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

C.GARS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Going concern

Having reviewed the company's financial forecasts and expected future cash flows, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of signing these financial statements. Accordingly, the going concern basis has been adopted in preparing the financial statements for the year ended 31 December 2025.

Medium size company exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
F Dechamps
Director
11 June 2026
C.GARS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF C.GARS LTD
- 5 -
Opinion

We have audited the financial statements of C.Gars Ltd (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

C.GARS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF C.GARS LTD (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations.

 

The extent to which the audit was considered capable of detecting irregularities including fraud

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

C.GARS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF C.GARS LTD (CONTINUED)
- 7 -

Audit response to risks identified

 

Fraud risks

To address the risk of fraud identified above, we:

 

Irregularities and non-compliance with laws and regulations

In response to the risk of irregularities and non compliance with laws and regulations, we designed procedures which included, but are not limited to:

 

 

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance. Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Hiten Patel FCCA (Senior Statutory Auditor)
For and on behalf of Gerald Edelman LLP, Statutory Auditor
73 Cornhill
London
EC3V 3QQ
11 June 2026
C.GARS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
24,062,943
23,851,311
Cost of sales
(16,027,999)
(15,421,047)
Gross profit
8,034,944
8,430,264
Administrative expenses
(7,697,791)
(7,548,836)
Other operating income
-
0
19,842
Operating profit
4
337,153
901,270
Interest receivable and similar income
8
5,886
8,602
Interest payable and similar expenses
9
(201,596)
(183,517)
Profit before taxation
141,443
726,355
Tax on profit
10
(46,878)
(358,875)
Profit for the financial year
94,565
367,480

The profit and loss account has been prepared on the basis that all operations are continuing operations.

C.GARS LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
12
10,508
14,941
Tangible assets
13
3,029,400
2,384,806
Investments
14
100
100
3,040,008
2,399,847
Current assets
Stocks
16
6,490,950
6,748,968
Debtors
17
2,617,534
1,423,171
Cash at bank and in hand
1,530,869
1,051,747
10,639,353
9,223,886
Creditors: amounts falling due within one year
18
(7,959,276)
(6,238,017)
Net current assets
2,680,077
2,985,869
Total assets less current liabilities
5,720,085
5,385,716
Creditors: amounts falling due after more than one year
20
(583,333)
-
0
Provisions for liabilities
Deferred tax liability
21
172,728
306,257
(172,728)
(306,257)
Net assets
4,964,024
5,079,459
Capital and reserves
Called up share capital
23
76
76
Profit and loss reserves
4,963,948
5,079,383
Total equity
4,964,024
5,079,459

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 11 June 2026 and are signed on its behalf by:
F Dechamps
Director
Company registration number 03458718 (England and Wales)
C.GARS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
76
5,135,837
5,135,913
Period ended 31 December 2024:
Profit and total comprehensive income
-
367,480
367,480
Dividends
11
-
(423,934)
(423,934)
Balance at 31 December 2024
76
5,079,383
5,079,459
Year ended 31 December 2025:
Profit and total comprehensive income
-
94,565
94,565
Dividends
11
-
(210,000)
(210,000)
Balance at 31 December 2025
76
4,963,948
4,964,024
C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

C.Gars Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 18 Kingsgate Place, London, NW6 4TA.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Dominique London NV. These consolidated financial statements are available from its registered office: Dominique London NV, Henri Lebbestraat 188, B-8790 Waregem, Belgium.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
Straight line over 5 years
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
Nil
Leasehold land and buildings
2% on cost
Leasehold improvements
Over term of lease
Plant and equipment
25% on cost

Freehold land and buildings are not depreciated, and any charge for depreciation would not be material based upon an assessment of the building's useful life and residual value. Management considers that the residual value at the end of its useful economic life will not be less than its present carrying value.

 

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises finished goods and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Stock provision

The value of stock is based on the lower of cost and net realisable value is subject to estimations on the ultimate selling price in the market and cost valuation. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability, cost and future usage.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Cigars, accessories & alcoholic beverages
24,062,943
23,851,311
2025
2024
£
£
Other revenue
Interest income
5,886
8,602

The revenue was fully attributable to the UK.

4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Depreciation of tangible fixed assets
572,333
546,604
Amortisation of intangible assets
5,218
4,518
Operating lease charges
460,024
385,750
C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
44,500
42,000
For other services
Taxation compliance services
1,500
1,500
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
178,444
193,722

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

7
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Sales staff
111
121

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,641,969
3,429,985
Social security costs
387,988
312,291
Pension costs
50,085
50,709
4,080,042
3,792,985
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
5,886
8,602
C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
201,596
183,517
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
180,407
255,129
Deferred tax
Origination and reversal of timing differences
(133,529)
103,746
Total tax charge
46,878
358,875

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
141,443
726,355
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
35,361
181,589
Tax effect of expenses that are not deductible in determining taxable profit
8,499
3,510
Permanent capital allowances in excess of depreciation
(49,023)
(66,737)
Depreciation on assets not qualifying for tax allowances
143,084
136,651
Under/(over) provided in prior years
42,376
-
0
Other differences
110
116
Deferred tax (credit)/charge
(133,529)
103,746
Taxation charge for the year
46,878
358,875
11
Dividends
2025
2024
£
£
Interim paid
210,000
423,934
C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
12
Intangible fixed assets
Patents & licences
£
Cost
At 1 January 2025
41,138
Additions - internally developed
785
At 31 December 2025
41,923
Amortisation and impairment
At 1 January 2025
26,197
Amortisation charged for the year
5,218
At 31 December 2025
31,415
Carrying amount
At 31 December 2025
10,508
At 31 December 2024
14,941
13
Tangible fixed assets
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Total
£
£
£
£
£
Cost
At 1 January 2025
297,161
902,138
1,103,084
1,218,098
3,520,481
Additions
-
0
-
0
1,061,136
155,791
1,216,927
At 31 December 2025
297,161
902,138
2,164,220
1,373,889
4,737,408
Depreciation and impairment
At 1 January 2025
-
0
126,046
393,498
616,131
1,135,675
Depreciation charged in the year
5,943
18,043
267,312
281,035
572,333
At 31 December 2025
5,943
144,089
660,810
897,166
1,708,008
Carrying amount
At 31 December 2025
291,218
758,049
1,503,410
476,723
3,029,400
At 31 December 2024
297,161
776,092
709,586
601,967
2,384,806
14
Fixed asset investments
2025
2024
£
£
Unlisted investments
100
100
C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Dominique London Pall Mall Ltd (previously Decent C.Gars Ltd)
United Kingdom
Ordinary
100.00
16
Stocks
2025
2024
£
£
Finished goods and goods for resale
6,490,950
6,748,968
17
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
749,777
440,548
Amounts owed by group undertakings
1,456,245
683,205
Other debtors
222,100
181,491
Prepayments and accrued income
189,412
117,927
2,617,534
1,423,171
18
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
19
3,333,333
2,400,000
Trade creditors
2,519,450
2,151,894
Amounts owed to group undertakings
7,868
1,621
Corporation tax
95,170
163,308
Other taxation and social security
356,056
342,291
Other creditors
1,227,535
864,791
Accruals and deferred income
419,864
314,112
7,959,276
6,238,017
C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
19
Loans and overdrafts
2025
2024
£
£
Bank loans
3,916,666
2,400,000
Payable within one year
3,333,333
2,400,000
Payable after one year
583,333
-
0

The banks loans and overdrafts are secured by a fixed and floating charge over all the assets of the company.

In 2022, the company obtained £3.5m of Revolving Credit Facility (RCF). In May 2025, RCF was increased to £4m and the company had utilised £3m by 31 December 2025. The facility is repayable within 6 months from the date of withdrawal.

 

In May 2025. the company obtained a term loan of £1m specifically for the purpose of capital expenditure. The loan is repayable in 12 quarterly installments from the date of drawdown.

 

The interest rates on RCF on term loan is 2.25% above Bank of England base rate and the maturity date for the facility is May 2028.

20
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans
19
583,333
-
0
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
172,728
306,257
2025
Movements in the year:
£
Liability at 1 January 2025
306,257
Credit to profit or loss
(133,529)
Liability at 31 December 2025
172,728
C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
21
Deferred taxation
(Continued)
- 22 -

The deferred tax liability set out above is expected to reverse over the useful economic useful life of the fixed assets and relates to accelerated capital allowances that are expected to mature within the same period.

22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
50,085
50,709

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

23
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 10p each
760
760
76
76
24
Events after the reporting date

In May 2026, the company terminated its lease agreement with the landlord of the property known as The Mash Tun. The termination released the company from all obligations as tenant under the lease. This has been treated as a non-adjusting post-balance sheet event and, accordingly, no amounts have been recognised in these financial statements.

25
Operating lease commitments
Lessee

 

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within one year
521,427
367,785
Between two and five years
1,852,707
1,262,483
In over five years
2,091,690
985,904
4,465,824
2,616,172
C.GARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
26
Related party transactions

The company has taken advantage of the exemption under paragraph 33 of FRS 102 not to disclose transactions entered into between two or more members of a group where the subsidiary which is party to the transaction is wholly owned by the other party. The company is a wholly owned subsidiary undertaking of Dominique London NV which is the other party to the transactions.

 

During the year the company entered into the following transactions with non-group entities:

 

£75,807 (2024 - £75,050) of rent paid to Havana Cigars Ltd, a company owned by former director, Mr M Orchant.

 

£17,800 (2024 - £16,470) was paid to "Septembers", a small rental entity owned by Mr & Mrs Orchant.

Included in other creditors are £6,399 (2024 - £1,724) due to Frederic Dechamps and £nil (2024 - £361) due to Mr M Orchant (former director) of the company, which are non interest bearing and repayable upon demand.

27
Ultimate controlling party

The parent company is Dominique London NV, a company incorporated in Belgium. The registered office of Dominique London NV is Henri Lebbestraat 188. B -8790 Waregem, Belgium.

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