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REGISTERED NUMBER: 00223519 (England and Wales)















WARNERS (MIDLANDS) PLC

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025






WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025




Page

Company Information 1

Strategic Report 2 to 3

Report of the Directors 4

Report of the Independent Auditors 5 to 7

Statement of Comprehensive Income 8

Statement of Financial Position 9

Statement of Changes in Equity 10

Statement of Cash Flows 11

Notes to the Statement of Cash Flows 12

Notes to the Financial Statements 13 to 20


WARNERS (MIDLANDS) PLC

COMPANY INFORMATION
FOR THE YEAR ENDED 30 SEPTEMBER 2025







DIRECTORS: S A Warner
C A Warner
J M Warner
M A Warner
P A Warner





SECRETARY: S A Warner





REGISTERED OFFICE: The Maltings
Manor Lane
Bourne
Lincolnshire
PE10 9PH





REGISTERED NUMBER: 00223519 (England and Wales)





AUDITORS: Duncan & Toplis Audit Limited, Statutory Auditor
Enterprise Way
Pinchbeck
Spalding
Lincolnshire
PE11 3YR

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025

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

REVIEW OF BUSINESS
2025 has been another challenging year for the print industry. Input prices have continued to rise, and although energy costs and interest rates have begun to ease, they remain high. Customers are continuing to reassess marketing spend in response to these pressures, resulting in subdued demand.

Sales declined slightly from £34.8m to £34.3m (-1.5%), yet the company still delivered a £1.18m profit, which the directors regard as a solid performance given market conditions. EBITDA fell 3.9% to £3.519m, but this remains a strong result.

After three years of significant investment, the company has consolidated capital expenditure, though £628k was still invested this year in infrastructure and automation.

Overcapacity within the sector has sustained heavy discounting by some competitors, leading us to decline certain contracts that were commercially unsustainable. We are fortunate to have a committed and skilled workforce, and this has been recognised through the April wage award, which aligned with inflation and basic performance criteria.

Operational KPI's 2025(£ ) 2024(£ )
Turnover 34,341,376 34,848,117
EBITDA 3,518,967 3,661,865
Interest 60,394 41,490
Pre-tax profit 1,179,541 1,668,831
Taxation (344,988 ) (463,862 )
Post-tax profit 834,553 1,204,969

A key objective this year has been cash generation and debt reduction, an area in which the business has performed exceptionally well. Cash levels increased by 24.8%, total debt reduced by £755k (-68%), and the acid ratio improved to 1.93. Total debt now stands at £348k, and long-term debt as at 30 September is zero.

Statement of Financial Position KPI's 2025(£ ) 2024(£ )
Net asset value 26,930,594 26,796,041
Working capital 8,196,430 6,261,333
Total cash reserves 8,053,668 6,452,786
Total debt 347,667 1,103,600
Cash debt surplus 7,706,001 5,349,186
Ratios
Acid test 1.93 1.66

PRINCIPAL RISKS AND UNCERTAINTIES
Looking ahead, we expect the market to remain highly competitive, and have budgeted accordingly. Despite the recent national budget, business confidence remains fragile. However, our productivity continues to improve, with actual output per hour increasing year-on-year.

Net asset value has strengthened, and the directors remain very satisfied with the balance sheet's robustness. With our strategy of ongoing capital investment, prudent financial management, and strong corporate social responsibility, the company is well-positioned to take advantage of future market developments.


WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025

SECTION 172(1) STATEMENT
The company maintains its ambition to the be leading supplier of printing services to the specialist magazine and commercial sector in the UK. The Directors strive to achieve this by promoting and managing investment in the business and its employees as well as actively looking to nurture strong relationships with all stakeholders that include employees, customers, suppliers and the local community.

Employees and their wellbeing are of the upmost importance to the directors. The company retains all the ethos of a family firm and many of our employees have been with us over 20 years. Communication and consultation are seen as a high priority and the directors produce quarterly team briefings that are distributed to all staff keeping them informed of financial performance, new investments, projected sales, health and safety information and environmental performance. An open dialogue is maintained through union representatives.

The directors have ensured that there is constant investment in improvement of work processes and capital equipment and see this as key to making sure that we give our customers the products that they need, with raw materials from sustainable sources. The firm works for a wide variety of customers from high street names to charities and religious organizations.

The Directors recognize the importance of maintaining a strong balance sheet for the business to ensure that liquidity is strong and that all financial commitments to all stakeholders can be met comfortably. This has been achieved by maximizing cash in the business and borrowing focused on investment. The directors are mindful of protecting shareholder value and are particularly pleased that as of 2025 retained profits are now standing at £26.5m.

Suppliers are reviewed regularly and have to demonstrate a high standard of corporate social responsibility as well as capability. The directors ensure that our contractual obligations are met to these suppliers both in terms of payment performance but also in all operational matters. The company enjoys a strong reputation in the industry with our suppliers. Supply of raw material is going to be increasingly difficult in the post covid world and by maintaining such relationships and being a responsible customer will be paramount to achieve this.

Being located in the same market town since 1926 our relationships with community form an important part of our culture. The company is accredited to the environmental quality standard 14001 and directors take an active part in the implementation of the environmental management system. This ensures that all investments and operations are designed to minimize any environmental impacts.

The Directors also regularly review the company policies on conduct, ethics, ICE and equality and that these are freely available to all stakeholders.

ON BEHALF OF THE BOARD:





P A Warner - Director


10 December 2025

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

The directors present their report with the financial statements of the company for the year ended 30 September 2025.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of colour, commercial and magazine printing.

DIVIDENDS
An interim dividend of 6.38686 per share was paid on 14 April 2025. The directors recommend a final dividend of 6.38686 per share, making a total of 6.38686 per share for the year ended 30 September 2025.

The total distribution of dividends for the year ended 30 September 2025 will be £ 700,000 .

DIRECTORS
The directors shown below have held office during the whole of the period from 1 October 2024 to the date of this report.

S A Warner
C A Warner
J M Warner
M A Warner
P A Warner

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;
-state whether applicable 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 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Duncan & Toplis Audit Limited, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





P A Warner - Director


10 December 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WARNERS (MIDLANDS) PLC

Opinion
We have audited the financial statements of Warners (Midlands) PLC (the 'company') for the year ended 30 September 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 30 September 2025 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WARNERS (MIDLANDS) PLC


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

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

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards. We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.

The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgemental areas of the financial statements such as depreciation of tangible fixed assets, as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of material and unusual journal entries and challenging management on key accounting estimates, assumptions and judgements made in the preparation of the financial statements. We carried out detailed substantive tests on accounting estimates, including reviewing the methods used by management to make those estimates, re-performing the calculation, and reviewing the outcome of prior year estimates.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations, and Employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection. This inspection included an assessment of the company’s employment and health and safety controls. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

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. The further removed non-compliance with laws and regulations 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. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of 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.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WARNERS (MIDLANDS) PLC


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.




Alistair Main FCA (Senior Statutory Auditor)
for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor
Enterprise Way
Pinchbeck
Spalding
Lincolnshire
PE11 3YR

10 December 2025

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025

2025 2024
Notes £    £    £    £   

TURNOVER 34,341,376 34,858,117

Cost of sales 22,708,952 22,970,688
GROSS PROFIT 11,632,424 11,887,429

Distribution costs 3,644,529 4,608,358
Administrative expenses 7,109,050 5,970,146
10,753,579 10,578,504
878,845 1,308,925

Other operating income 80,100 81,579
OPERATING PROFIT 4 958,945 1,390,504

Interest receivable and similar income 280,990 319,817
1,239,935 1,710,321

Interest payable and similar expenses 5 60,394 41,490
PROFIT BEFORE TAXATION 1,179,541 1,668,831

Tax on profit 6 344,988 463,862
PROFIT FOR THE FINANCIAL YEAR 834,553 1,204,969

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 834,553 1,204,969

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

STATEMENT OF FINANCIAL POSITION
30 SEPTEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 8 21,315,329 23,252,157

CURRENT ASSETS
Stocks 9 1,757,031 1,926,717
Debtors 10 5,332,319 4,472,154
Cash at bank and in hand 8,053,668 6,452,786
15,143,018 12,851,657
CREDITORS
Amounts falling due within one year 11 6,946,588 6,590,324
NET CURRENT ASSETS 8,196,430 6,261,333
TOTAL ASSETS LESS CURRENT LIABILITIES 29,511,759 29,513,490

CREDITORS
Amounts falling due after more than one year 12 - (347,667 )

PROVISIONS FOR LIABILITIES 15 (2,581,165 ) (2,369,782 )
NET ASSETS 26,930,594 26,796,041

CAPITAL AND RESERVES
Called up share capital 16 54,800 54,800
Revaluation reserve 17 399,452 416,096
Capital redemption reserve 17 30,469 30,469
Retained earnings 17 26,445,873 26,294,676
SHAREHOLDERS' FUNDS 26,930,594 26,796,041

The financial statements were approved by the Board of Directors and authorised for issue on 10 December 2025 and were signed on its behalf by:





P A Warner - Director


WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025

Called up Capital
share Retained Revaluation redemption Total
capital earnings reserve reserve equity
£    £    £    £    £   
Balance at 1 October 2023 54,800 25,823,063 432,740 30,469 26,341,072

Changes in equity
Transfer - 16,644 (16,644 ) - -
Dividends - (750,000 ) - - (750,000 )
Total comprehensive income - 1,204,969 - - 1,204,969
Balance at 30 September 2024 54,800 26,294,676 416,096 30,469 26,796,041

Changes in equity
Transfer - 16,644 (16,644 ) - -
Dividends - (700,000 ) - - (700,000 )
Total comprehensive income - 834,553 - - 834,553
Balance at 30 September 2025 54,800 26,445,873 399,452 30,469 26,930,594

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 3,523,338 2,832,786
Interest element of hire purchase payments paid (60,394 ) (41,490 )
Tax paid (133,605 ) -
Net cash from operating activities 3,329,339 2,791,296

Cash flows from investing activities
Purchase of tangible fixed assets (623,194 ) (3,457,217 )
Sale of tangible fixed assets 2,500 554,055
Interest received 280,990 319,817
Net cash from investing activities (339,704 ) (2,583,345 )

Cash flows from financing activities
Capital repayments in year (755,933 ) (1,506,070 )
Amount introduced by directors 235,132 -
Amount withdrawn by directors (167,952 ) -
Equity dividends paid (700,000 ) (885,245 )
Net cash from financing activities (1,388,753 ) (2,391,315 )

Increase/(decrease) in cash and cash equivalents 1,600,882 (2,183,364 )
Cash and cash equivalents at beginning of year 2 6,452,786 8,636,150

Cash and cash equivalents at end of year 2 8,053,668 6,452,786

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025 2024
£    £   
Profit before taxation 1,179,541 1,668,831
Depreciation charges 2,560,021 2,271,363
Profit on disposal of fixed assets (2,500 ) (554,053 )
Finance costs 60,394 41,490
Finance income (280,990 ) (319,817 )
3,516,466 3,107,814
Decrease/(increase) in stocks 169,686 (55,194 )
(Increase)/decrease in trade and other debtors (860,165 ) 239,404
Increase/(decrease) in trade and other creditors 697,351 (459,238 )
Cash generated from operations 3,523,338 2,832,786

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 30 September 2025
30.9.25 1.10.24
£    £   
Cash and cash equivalents 8,053,668 6,452,786
Year ended 30 September 2024
30.9.24 1.10.23
£    £   
Cash and cash equivalents 6,452,786 8,636,150


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.10.24 Cash flow At 30.9.25
£    £    £   
Net cash
Cash at bank and in hand 6,452,786 1,600,882 8,053,668
6,452,786 1,600,882 8,053,668
Debt
Finance leases (1,103,600 ) 755,933 (347,667 )
(1,103,600 ) 755,933 (347,667 )
Total 5,349,186 2,356,815 7,706,001

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

1. STATUTORY INFORMATION

Warners (Midlands)PLC is a public company limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The financial statements have been prepared under the historic cost convention, modified to include the revaluation of freehold land and buildings.

Significant judgements and estimates
In the application of the company's accounting policy, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experiences 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Turnover
Turnover represents amounts receivable for goods net of VAT and trade discounts.

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

Tangible fixed assets
Tangible fixed assets are stated at cost (or deemed cost) less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold land & buildings-Over 50 years
Plant & machinery-Between 6.67% & 25% per annum at cost
Fixtures & fittings-Between 5% & 25% per annum at cost
Motor vehicles-Between 25% & 33% per annum at cost

The gain or loss arising from the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset at the point of sale. The difference is credited or charged to the income statement.

Stocks
Stocks are valued at the lower of cost and estimated selling price less costs to complete and sell and after making due allowance for obsolete and slow moving items. Any allowances or impairment losses are recognised within the income statement. Reversals of impairment losses are also recognised in the income statement.

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2025

2. ACCOUNTING POLICIES - continued

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

Financial instruments are recognised in the company's statement of financial position 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, are initial measured at transaction price including transaction costs and re 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.

Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the change in fair value is recognised in the income statement, except for investments in equity instruments that are not publicly traded and whose fair value cannot be measured reliably. These instruments are measured at cost less impairment.

Impairment of financial assets
Financial assets, other than those held at fair value through the income statement, 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 value and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the income statement.

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 the income statement.

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 an 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 and bank loans 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 of the reporting date. 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.

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2025

2. ACCOUNTING POLICIES - continued

Other financial liabilities
Other financial liabilities, including debt instruments that do not meet the definition of a basic financial instrument, are measured at fair value through the income statement.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Assets obtained under hire purchase contracts or finance lease are capitalised in the statement of financial position. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 8,563,268 8,071,033
Social security costs 926,280 834,663
Other pension costs 416,404 409,666
9,905,952 9,315,362

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2025

3. EMPLOYEES AND DIRECTORS - continued

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

Management 16 8
Production 133 151
Administration 32 24
Sales 3 3
184 186

2025 2024
£    £   
Directors' remuneration 695,989 721,141
Directors' pension contributions to money purchase schemes 104,000 90,000

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

Money purchase schemes 3 5

Information regarding the highest paid director is as follows:
2025 2024
£    £   
Emoluments etc 301,059 313,891

4. OPERATING PROFIT

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

2025 2024
£    £   
Other operating leases 161,246 140,294
Depreciation - owned assets 2,276,522 1,555,419
Depreciation - assets on hire purchase contracts 283,500 715,944
Profit on disposal of fixed assets (2,500 ) (554,053 )
Auditors remuneration - audit 27,115 25,550
Auditors remuneration - tax 8,450 7,950

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Hire purchase interest 60,394 41,490

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
£    £   
Current tax:
UK corporation tax 133,605 -

Deferred tax 211,383 463,862
Tax on profit 344,988 463,862

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2025

6. TAXATION - continued

Reconciliation of total tax 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
£    £   
Profit before tax 1,179,541 1,668,831
Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 -
25%)

294,885

417,208

Effects of:
Expenses not deductible for tax purposes 772 485
Income not taxable for tax purposes (1,663 ) -
Depreciation in excess of capital allowances 523,735 45,519
Utilisation of tax losses (472,741 ) -
Adjustments to tax charge in respect of previous periods - 650
qualifying for tax allowances
Total tax charge 344,988 463,862

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, based on tax laws and the corporation tax rates that have been enacted, or substantially enacted, at the year end date.

7. DIVIDENDS
2025 2024
£    £   
Ordinary shares of 1 each
Final 350,000 250,000
Interim 350,000 500,000
700,000 750,000

8. TANGIBLE FIXED ASSETS
Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
COST OR VALUATION
At 1 October 2024 12,416,606 33,215,484 5,704,619 297,120 51,633,829
Additions 1,244 335,337 257,422 29,191 623,194
Disposals - - - (20,809 ) (20,809 )
At 30 September 2025 12,417,850 33,550,821 5,962,041 305,502 52,236,214
DEPRECIATION
At 1 October 2024 4,083,950 20,148,360 3,985,545 163,817 28,381,672
Charge for year 226,812 1,998,102 295,765 39,343 2,560,022
Eliminated on disposal - - - (20,809 ) (20,809 )
At 30 September 2025 4,310,762 22,146,462 4,281,310 182,351 30,920,885
NET BOOK VALUE
At 30 September 2025 8,107,088 11,404,359 1,680,731 123,151 21,315,329
At 30 September 2024 8,332,656 13,067,124 1,719,074 133,303 23,252,157

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2025

8. TANGIBLE FIXED ASSETS - continued

Cost or valuation at 30 September 2025 is represented by:

Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
Valuation in 1990 2,200,000 - - - 2,200,000
Cost 10,217,850 33,550,821 5,962,041 305,502 50,036,214
12,417,850 33,550,821 5,962,041 305,502 52,236,214

If revalued assets had not been revalued they would have been included at the following historical cost:

2025 2024
£    £   
Cost 1,367,804 1,367,804
Aggregate depreciation 601,832 601,832

Freehold land and buildings were valued on deemed cost basis on 1 February 1990 by the directors .

The net carrying value of tangible fixed assets includes £6,092,329 (2024 - £6,808,273) in respect of assets held under finance leases or hire purchase contract.

9. STOCKS
2025 2024
£    £   
Raw materials 1,067,386 1,401,802
Work-in-progress 689,645 524,915
1,757,031 1,926,717

10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Trade debtors 3,549,473 3,521,106
Other debtors 239,769 346,220
VAT 747,379 360,102
Prepayments and accrued income 795,698 244,726
5,332,319 4,472,154

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Hire purchase contracts (see note 13) 347,667 755,933
Trade creditors 5,707,752 5,173,156
Taxation 133,605 -
Other taxes and social security 230,657 202,557
Other creditors 179,175 148,992
Directors' current accounts 235,132 167,952
Accruals and deferred income 112,600 141,734
6,946,588 6,590,324

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2025

12. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2025 2024
£    £   
Hire purchase contracts (see note 13) - 347,667

13. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase
contracts
2025 2024
£    £   
Net obligations repayable:
Within one year 347,667 755,933
Between one and five years - 347,667
347,667 1,103,600

Non-cancellable
operating leases
2025 2024
£    £   
Within one year 71,883 73,117
Between one and five years 56,379 41,365
128,262 114,482

14. SECURED DEBTS

Hire purchase creditors are secured on the asset to which the agreement relates.

15. PROVISIONS FOR LIABILITIES
2025 2024
£    £   
Deferred tax
Accelerated capital allowances 2,581,165 2,369,782

Deferred
tax
£   
Balance at 1 October 2024 2,369,782
Charge to Statement of Comprehensive Income during year 211,383
Balance at 30 September 2025 2,581,165

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
54,800 Ordinary 1 54,800 54,800

The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

WARNERS (MIDLANDS) PLC (REGISTERED NUMBER: 00223519)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 SEPTEMBER 2025

17. RESERVES
Capital
Retained Revaluation redemption
earnings reserve reserve Totals
£    £    £    £   

At 1 October 2024 26,294,676 416,096 30,469 26,741,241
Profit for the year 834,553 834,553
Dividends (700,000 ) (700,000 )
Transfer 16,644 (16,644 ) - -
At 30 September 2025 26,445,873 399,452 30,469 26,875,794

Revaluation reserve
The revaluation reserve represents the cumulate effect of revaluations brought forward from when specified tangible fixed assets were revalued to deemed cost. The revaluation reserve is being released in line with the depreciation of the revalued assets in line with FRS 102 acceptable practice.

Capital redemption reserve
The capital redemption reserve represents the value of amounts transferred following the redemption and / or purchase of a company's own shares out of distributable profits.

18. CAPITAL COMMITMENTS
2025 2024
£    £   
Contracted but not provided for in the
financial statements 48,000 19,251

19. RELATED PARTY DISCLOSURES

The directors have interests in a company with which Warners (Midlands) PLC has traded during the year. All transactions are conducted on an arm's length basis and are as follows:

Sales and rental charges to the related company total £1,877,910 (2024 - £2,130,422).

Purchases and other services from the related company total £92,067 (2024 - £88,127).

At the statement of financial position date £239,769 (2024 - £356,220) was due from the related company.

Dividends payable in the year to directors amounted to £235,132 (2024 - £546,948) of which NIL (2024 - £167,952) was outstanding at the year end.

Dividends payable in the year to other related parties amounted to £114,868 (2024 - £203,052) of which NIL (2024 - 82,048) was outstanding at the year end.

The amount of key management personnel is considered to be equivalent to the amount disclosed as directors remuneration.

20. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is PA Warner and JM Warner acting in concert.