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REGISTERED NUMBER: 00039402 (England and Wales)









Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

GARDINER,SONS & CO.,LIMITED

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Contents of the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025










Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


GARDINER,SONS & CO.,LIMITED

Company Information
FOR THE YEAR ENDED 31 DECEMBER 2025







DIRECTORS: A G P Allen
B C F Allen
S D Butcher
J Watson
S D Whitcombe
K G Bennett





SECRETARY: J Watson





REGISTERED OFFICE: 1 Straight Street
Bristol
BS2 0FQ





REGISTERED NUMBER: 00039402 (England and Wales)





AUDITORS: Gravita Audit Western Limited
Chartered Accountants and Statutory Auditors
2nd Floor, South
One Castle Park
Tower Hill
Bristol
BS2 0JA

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Strategic Report
FOR THE YEAR ENDED 31 DECEMBER 2025


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

BUSINESS REVIEW AND PRINCIPAL ACTIVITIES
The principal activity of the company is the operation of home improvement centres in Bristol and Cirencester. The Cirencester centre was permanently closed during the year.

The results for the company show turnover for the year of £5,608,001 (2024: £7,411,593) resulting in a loss before taxation of £738,515 (2024: £393,690 profit).

The loss for the year arose principally from the operating performance of the Cirencester centre and the decision to permanently close the site. The closure resulted in one-off costs, including redundancy costs, stock write-offs and losses on the disposal of freehold property, which had a significant adverse impact on the results for the year.

Excluding the impact of the Cirencester closure and the associated disruption, the underlying performance of the continuing business was stable, and the directors believe that the restructure positions the company more strongly for future periods.

As at the 31 December 2025, the Company reported a net surplus on its closed Defined Benefit Pension scheme of £1,544,450 (2024: £1,523,700).

The company's statement of Comprehensive Income has reported an actuarial loss for the year of £60,006 (2024: £124,400 profit) before tax. The principal actuarial assumption change being the use of a discount rate of 5.2% (2024: 5.3%)

The dividend proposed and paid in respect of the year ended 31 December 2025 was £2,533,935 (2024: £224,994).

Shareholders' funds totalled £8,496,105 as at 31 December 2025 (2024: £11,749,934)

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks to the business are changing shopping habits and structural cost increases above inflation.

The company's policy of operating from freehold premises and holding significant cash balances mitigates these risks, however, during the year the company made the decision to close the Cirencester store as this was deemed to be unviable in the long term.

The Bristol operation is less affected and continues to trade profitably.

FINANCIAL RISK MANAGEMENT
The Directors' objective is to minimise financial risk. The key policy used to achieve this objective is to hold substantial positive cash balances and control operating costs.


GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Strategic Report
FOR THE YEAR ENDED 31 DECEMBER 2025

KEY PERFORMANCE INDICATORS
Given the straightforward nature of the business, other than the indicators shown above, we are of the opinion that further analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.

ON BEHALF OF THE BOARD:



J Watson - Director


7 September 2026

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Report of the Directors
FOR THE YEAR ENDED 31 DECEMBER 2025


The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was the operation of home improvement centres in Bristol and Cirencester. The Cirencester centre was permanently closed during the year.

DIVIDENDS
The dividend proposed and paid in respect of the year ended 31 December 2025 is £2,533,935 (2024: £224,994)

DIRECTORS
The directors during the year under review were:

A G P Allen
B C F Allen
S D Butcher
J Watson
S D Whitcombe
K G Bennett

The directors holding office at 31 December 2025 did not hold any beneficial interest in the issued share capital of the company at 1 January 2025 or 31 December 2025.

EMPLOYEES
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 the 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 possible, be identical to that of a person who does not suffer from a disability.

The Company's policy is to continue to develop its communications with all employees, to inform them on matters of concern to them as employees and to promote awareness of the financial and economic factors affecting the performance of the company and subject to practical and commercial considerations, to consult them on decisions that affect their current jobs or future prospects.

GOING CONCERN
The financial statements have been prepared on a going concern basis.

The directors have reviewed and considered relevant information in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current economic conditions, and the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

DISCLOSURE IN THE STRATEGIC REPORT
The Companies Act 2006 (Strategic Report and Directors' Report) regulations 2013 requires a Strategic Report to be prepared. Where mandatory disclosures in the Directors' Report are considered by the directors to be of strategic importance these have been included within the Strategic Report rather than the Directors' Report in accordance with s.414C (11) Companies Act 2006.


GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Report of the Directors
FOR THE YEAR ENDED 31 DECEMBER 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





J Watson - Director


7 September 2026

Report of the Independent Auditors to the Members of
Gardiner,Sons & Co.,Limited


Opinion
We have audited the financial statements of Gardiner,Sons & Co.,Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Gardiner,Sons & Co.,Limited


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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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.

Auditors' 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 a Report of the Auditors 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.

Irregularities, including fraud, are instances of non-compliance with laws and regularities. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

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

- We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which it operates. We determined the following laws and regulations of most significance were: Companies Act 2006, UKGAAP and UK corporate taxation laws;

- We obtained an understanding of how the company complies with those legal and regulatory frameworks by making inquiries of management; and

- We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur.

Report of the Independent Auditors to the Members of
Gardiner,Sons & Co.,Limited


Audit procedures performed by the engagement team included:

- Identifying and assessing the effectiveness of controls management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- Challenging assumptions and judgements made by management in its significant accounting estimates;

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and

- Assessing the extent of compliance with the relevant laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.




Matthew Bracher BSc FCA (Senior Statutory Auditor)
for and on behalf of Gravita Audit Western Limited
Chartered Accountants and Statutory Auditors
2nd Floor, South
One Castle Park
Tower Hill
Bristol
BS2 0JA

7 September 2026

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Income Statement
FOR THE YEAR ENDED 31 DECEMBER 2025

2025 2024
Notes £    £   

TURNOVER 5 5,608,001 7,411,593

Cost of sales (2,849,512 ) (3,704,715 )
GROSS PROFIT 2,758,489 3,706,878

Exceptional items (618,715 ) -
Administrative expenses (3,026,830 ) (3,465,996 )
OPERATING (LOSS)/PROFIT 7 (887,056 ) 240,882

Interest receivable and similar income 8 67,785 92,508
Other finance income 19 80,756 60,300
(LOSS)/PROFIT BEFORE TAXATION (738,515 ) 393,690

Tax on (loss)/profit 9 63,625 (95,814 )
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(674,890

)

297,876

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Other Comprehensive Income
FOR THE YEAR ENDED 31 DECEMBER 2025

2025 2024
Notes £    £   

(LOSS)/PROFIT FOR THE YEAR (674,890 ) 297,876


OTHER COMPREHENSIVE INCOME
Remeasurement of net defined benefit
liability (60,006 ) 124,400
Income tax relating to other comprehensive
income

15,002

87,725
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(45,004

)

212,125
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(719,894

)

510,001

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Balance Sheet
31 DECEMBER 2025

2025 2024
Notes £    £   
NON-CURRENT ASSETS
Tangible assets 12 6,201,159 7,911,115

CURRENT ASSETS
Stocks 13 366,929 1,419,964
Debtors 14 311,716 227,433
Investments 15 32,356 32,856
Cash at bank 1,668,405 2,519,603
2,379,406 4,199,856
CREDITORS
Amounts falling due within one year 16 (1,248,797 ) (1,509,812 )
NET CURRENT ASSETS 1,130,609 2,690,044
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,331,768

10,601,159

DEFERRED TAXATION 17 (380,113 ) (374,925 )

PENSION ASSET 19 1,544,450 1,523,700
NET ASSETS 8,496,105 11,749,934

CAPITAL AND RESERVES
Called up share capital 18 1,262,661 1,262,661
Retained earnings 7,233,444 10,487,273
SHAREHOLDERS' FUNDS 8,496,105 11,749,934

The financial statements were approved by the Board of Directors and authorised for issue on 7 September 2026 and were signed on its behalf by:





J Watson - Director


GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Statement of Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2025

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2024 1,262,661 10,202,266 11,464,927

Changes in equity
Profit for the year - 297,876 297,876
Other comprehensive income - 212,125 212,125
Total comprehensive income - 510,001 510,001
Dividends - (224,994 ) (224,994 )
Balance at 31 December 2024 1,262,661 10,487,273 11,749,934

Changes in equity
Deficit for the year - (674,890 ) (674,890 )
Other comprehensive income - (45,004 ) (45,004 )
Total comprehensive income - (719,894 ) (719,894 )
Dividends - (2,533,935 ) (2,533,935 )
Balance at 31 December 2025 1,262,661 7,233,444 8,496,105

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025


1. GENERAL INFORMATION

Gardiner,Sons & Co.,Limited ('the Company') operates home improvement centres in Bristol and Cirencester in the UK.The Cirencester centre was permanently closed during the year.

The company is a private company limited by shares and is incorporated in England. The address of its registered office is 1 Straight Street, Bristol BS2 0FQ.

2. STATEMENT OF COMPLIANCE

The individual financial statements of Gardiner,Sons & Co.,Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006. The company has taken advantage of certain disclosure exemptions available to qualifying entities under FRS 102 as disclosed in Note 3.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements are prepared on the going concern basis, under the historical cost convention, and in accordance with the Companies Act 2006. The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.

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

Going concern
The financial statements have been prepared on a going concern basis.

The directors have reviewed and considered relevant information, including the annual budget and future cash flows, in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current economic conditions, and the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


3. ACCOUNTING POLICIES - continued

Financial Reporting Standard 102 - reduced disclosure exemptions
The Company's ultimate parent undertaking, Gardiner (Holdings) Limited includes the Company in its consolidated financial statements. The consolidated financial statements of Gardiner (Holdings) Limited are prepared in accordance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006. The consolidated financial statements of Gardiner (Holdings) Limited are available to the public from Companies House, Crown Way, Cardiff. In these financial statements, the Company is considered to be a qualifying entity and has applied the exemptions available under FRS 102 in respect of the following disclosures:

- Cash Flow Statement and related notes; and
- Key Management Personnel compensation.

As the consolidated financial statements of Gardiner (Holdings) Limited include the equivalent disclosures, the Company has also taken the exemptions under FRS 102 available in respect of the following disclosures:

- The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting values of Paragraph36(4) of Schedule 1.

Turnover
Turnover represents sales to third parties and is determined by reference to the selling value of goods delivered and services rendered during the year, net of Value Added Tax. All turnover is derived from continuing operations from one class of business in the United Kingdom.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant, machinery and vehicles - 25% on cost and 10% on cost
Fixtures and fittings - 20% on cost

No depreciation is provided on freehold properties, as the directors consider that the residual value of such properties is considerably in excess of the current carrying amounts. In order to confirm this, an impairment test has been carried out in accordance with section 27 of FRS102.

Stocks
Stocks of goods purchased for resale are valued at the lower of cost (net invoice price after all discounts) and net realisable value.

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


3. ACCOUNTING POLICIES - continued

Cash and cash equivalents
Cash and cash equivalents 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.

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 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, which include trade and other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. 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.

Basic financial liabilities, including trade and other creditors and amounts due to group undertakings 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. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


3. ACCOUNTING POLICIES - continued

Pension costs
(i) Defined benefit pension plan

The company operates a defined benefit plan for certain employees. On 31 March 2016 accrual of benefits ceased and all active members at that time became deferred members.

A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including age, length of service and remuneration.

The asset recognised in the balance sheet in respect of the defined benefit plan is the fair value of the plan assets at the reporting date less the present value of the defined benefit obligation at the end of the reporting date. The pension scheme surplus (to the extent that it is recoverable through reduced contributions in the future or refunds from the scheme) is recognised in full.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the company's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in the profit and loss account as employee costs comprises of the cost of benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as 'Finance expense'.

(ii) 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 when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Inventory provisioning

The company is a retailer of home improvement goods. As a result it is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When calculating the inventory provision, management considers the nature and condition of the inventory; as well as applying assumptions around anticipated saleability of finished goods.

Defined benefit pension scheme

The company has an obligation to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including; life expectancy, asset valuations and the discount rate on corporate bonds.

Management estimates these factors in determining the net pension obligation in the balance sheet. The assumptions reflect historical experience and current trends. See note 18 for the disclosures relating to the defined benefit pension scheme.

5. TURNOVER

The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the company.

All of the turnover in current and preceding year was generated in the UK.

6. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 1,215,266 1,544,126
Social security costs 140,875 135,941
Other pension costs 78,901 76,129
1,435,042 1,756,196

The average number of employees during the year was as follows:
2025 2024

37 53

2025 2024
£    £   
Directors' remuneration 242,588 226,692

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


6. EMPLOYEES AND DIRECTORS - continued

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 3 3

Information regarding the highest paid director is as follows:
2025 2024
£    £   
Emoluments etc 90,034 87,327

7. OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging/(crediting):

2025 2024
£    £   
Depreciation - owned assets 43,356 29,929
Profit on disposal of fixed assets (3,800 ) -
Auditors' remuneration 17,000 16,750
Auditors' remuneration for non audit work 4,500 5,250

8. INTEREST RECEIVABLE AND SIMILAR INCOME
2025 2024
£    £   
Deposit account interest 67,785 92,155
Other interest - 353
67,785 92,508

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


9. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2025 2024
£    £   
Current tax:
UK corporation tax - 83,814
Taxable losses carried back (83,815 ) -
Total current tax (83,815 ) 83,814

Deferred tax 20,190 12,000
Tax on (loss)/profit (63,625 ) 95,814

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
(Loss)/profit before tax (738,515 ) 393,690
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
25% (2024 - 25%)

(184,629

)

98,423

Effects of:
Expenses not deductible for tax purposes 864 12,974
Income not taxable for tax purposes (950 ) -
Capital allowances in excess of depreciation - (12,508 )
Depreciation in excess of capital allowances 2,958 -
Employee benefit profit and loss account adjustments - (15,075 )
Deferred tax adjustment - 12,000
Taxable losses relieved to group 22,524 -
Trading losses carried forward 35,820 -
Capital losses carried forward 59,788 -
Total tax (credit)/charge (63,625 ) 95,814

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


9. TAXATION - continued

Tax effects relating to effects of other comprehensive income

2025
Gross Tax Net
£    £    £   
Remeasurement of net defined benefit
liability (60,006 ) 15,002 (45,004 )
(60,006 ) 15,002 (45,004 )

2024
Gross Tax Net
£    £    £   
Actuarial gains on defined benefit
pension scheme 124,400 87,725 212,125
124,400 87,725 212,125

10. DIVIDENDS
2025 2024
£    £   
Ordinary shares of 0.25 each
Final 2,533,935 224,994

11. EXCEPTIONAL ITEMS

2025 2024
£ £
Redundancy costs 284,592 -
Stock written off 94,971 -
Loss on disposal of freehold property 239,152 -
618,715 -

During the year, the company permanently closed its Cirencester centre. As a result, the company incurred redundancy costs, stock write-off costs and losses on the disposal of freehold property which were directly attributable to the closure.

These costs have been presented as exceptional items due to their material value and non-recurring nature, and because they arose from a one-off event outside the company’s ordinary trading activities.

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


12. TANGIBLE FIXED ASSETS
Plant,
machinery Fixtures
Freehold and and
property vehicles fittings Totals
£    £    £    £   
COST
At 1 January 2025 7,873,588 460,231 683,751 9,017,570
Additions - 19,306 - 19,306
Disposals (1,685,906 ) (19,000 ) - (1,704,906 )
At 31 December 2025 6,187,682 460,537 683,751 7,331,970
DEPRECIATION
At 1 January 2025 60,131 362,573 683,751 1,106,455
Charge for year - 43,356 - 43,356
Eliminated on disposal - (19,000 ) - (19,000 )
At 31 December 2025 60,131 386,929 683,751 1,130,811
NET BOOK VALUE
At 31 December 2025 6,127,551 73,608 - 6,201,159
At 31 December 2024 7,813,457 97,658 - 7,911,115

13. STOCKS
2025 2024
£    £   
Finished goods 366,929 1,419,964

Stocks comprise goods for resale. The directors estimate that the replacement cost of stocks is not materially different from that stated in the balance sheet.

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Trade debtors 126,534 124,064
Other debtors 2,994 60,947
Tax 85,442 -
Prepayments and accrued income 96,746 42,422
311,716 227,433

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


15. CURRENT ASSET INVESTMENTS

The investment represents the company's membership in Combined Independent (Holdings) Limited which is a buying group for electrical purchases. The company purchased shares in Combined Independent (Holdings) Limited, which is a prerequisite of membership, and pay a contribution to reserves annually. These payments will be repaid on termination of membership.

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Trade creditors 500,631 654,176
Tax - 82,187
Social security and other taxes 387,531 229,105
Other creditors 1,817 67,606
Accruals and deferred income 358,818 476,738
1,248,797 1,509,812

17. DEFERRED TAXATION
2025 2024
£    £   
Deferred tax
Accelerated capital allowances (6,000 ) (6,000 )
Pension surplus 386,113 380,925
380,113 374,925

Deferred
tax
£   
Balance at 1 January 2025 374,925
Provided during year 20,190
Credited to other
comprehensive income (15,002 )
Balance at 31 December 2025 380,113

The main rate of corporation tax is 25% (2024: 25%). It is anticipated that tax would be due on the pension surplus at 25% and so deferred tax was provided at that rate.

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
5,050,644 Ordinary 0.25 1,262,661 1,262,661

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


19. EMPLOYEE BENEFIT OBLIGATIONS

The group operates a defined benefit pension scheme. With effect from 1 December 1990, the group formed a pension scheme, the Gardiners Pension and Life Assurance Scheme (1990) for members of the previous parent undertaking's pension scheme. The scheme had previously been closed to new entrants. On 31 March 2016, accrual of benefits ceased and all active members at that date became deferred members.

The scheme is a funded, defined benefits scheme where benefits are based on final pensionable pay.

An actuarial valuation as at 1 April 2024 was carried out by a professionally qualified actuary based on assumptions determined by the trustees, the most significant assumptions being:

- A discount rate of 4.5% on benefits payable to deferred members.
- A discount rate of 4.5% on benefits payable to pensioner members.
- Increases in payment of pensions that are in respect of services between 6th April 1997 and 31st March 2006 of 3.5%.
- Increases in payment of pensions that are in respect of service from 1st April 2006 of 2.3%.

Based on these assumptions, liabilities were valued at £4,101,000 and assets at £5,411,000, a surplus of £1,310,000.

In 2025, no employer's contributions were paid (2024: no employer's contributions).

The company also operates a Group Personal Pension scheme on behalf of employees. Contributions made by the company are calculated on various bases, and are charged to the profit and loss account as incurred.

The total contributions made by the company in 2025 for the Group Personal Pension scheme were £47,395 (2024: £53,339).
The amounts recognised in the balance sheet are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Present value of funded obligations (3,637,450 ) (3,590,600 )
Fair value of plan assets 5,181,900 5,114,300
1,544,450 1,523,700
Present value of unfunded obligations - -
Surplus 1,544,450 1,523,700
Net asset 1,544,450 1,523,700

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


19. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Current service cost - -
Net interest from net defined benefit
asset/liability

(80,756

)

(60,300

)
Past service cost - -
Deferred tax charge for the year 20,190 -
(60,566 ) (60,300 )

Actual return on plan assets 253,704 (230,600 )

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Opening defined benefit obligation 3,590,600 4,167,900
Interest cost 185,370 183,900
Actuarial losses/(gains) 47,584 (599,200 )
Benefits paid (186,104 ) (162,000 )
3,637,450 3,590,600

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Opening fair value of scheme assets 5,114,300 5,506,900
Expected return 266,126 244,200
Actuarial gains/(losses) (12,422 ) (474,800 )
Benefits paid (186,104 ) (162,000 )
5,181,900 5,114,300

GARDINER,SONS & CO.,LIMITED (REGISTERED NUMBER: 00039402)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


19. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Actuarial gains/(losses) (60,006 ) 124,400
Movement on deferred tax relating to pension
schemes

15,002

87,725
(45,004 ) 212,125

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Multi asset funds 5,181,900 5,114,300
5,181,900 5,114,300

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2025 2024
Discount rate 5.20% 5.30%
Retail price inflation 3.00% 3.30%
Consumer price inflation 2.40% 2.50%
Rate of increase in pensions in payment (6/4/97 to 31/3/06) 2.90% 3.20%
Rate of increase of pensions in payment (from 1/4/06) 2.20% 2.20%

20. ULTIMATE PARENT UNDERTAKING

The company's parent undertaking is Gardiner (Holdings) Limited which is registered in Great Britain and is the parent undertaking of the largest and smallest group to consolidate the financial statements of the company. Copies of the group financial statements can be obtained from Companies House.

The directors consider that there is no ultimate controlling party of the company.

21. RELATED PARTIES

As the company is a wholly owned subsidiary within a group that prepares consolidated financial statements the company is exempt from disclosing transactions with wholly owned group entities under section 33 of FRS 102.