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Registered number: 01045772 CHEMIGRAPHIC LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
CHEMIGRAPHIC LIMITED COMPANY INFORMATION
Directors | C Wootton (resigned 1 September 2025)
| G P Allen
| S D Miller
Registered number | 01045772
Registered office | Unit A2 The Fleming Centre
| Flemingway
| Crawley
| West Sussex
| RH10 9NF
Independent auditor | MHA
| Statutory Auditors
| Regus House
| Castle Court
| 41 London Road
| Reigate
| United Kingdom
| RH2 9RJ
Solicitors | DMH Stallard
| 135 High Street
| Crawley
| United Kingdom
| RH10 1DQ
CHEMIGRAPHIC LIMITED CONTENTS
| Page
Strategic report | 1 - 3
Directors' report | 4 - 6
Independent auditor's report | 7 - 10
Statement of comprehensive income | 11
Balance sheet | 12 - 13
Statement of changes in equity | 14
Notes to the financial statements | 15 - 37
CHEMIGRAPHIC LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025
Introduction
The Directors submit their report and the audited financial statements for Chemigraphic Limited (the “Company” or “Chemigraphic”) for the year ended 30 September 2025. Principal activities The main activity of the Company during the year was to contribute to the Electronic Manufacturing Services industry by providing product design, manufacturing, testing and aftermarket support services to our customers. Our primary focus is the mid-volume segment. We are a manufacturing service provider to various brand owners, providing global solutions varying from printed circuit board assemblies through to builds of complex finished products.
Business review
We contribute to products that have the power to change communities. We work with some of the world’s leading brands with a focus on customer service excellence to develop products that improve and save lives, increase your cyber security and develop market segments across the globe. We are passionate about technology, innovation, continuous improvement, production efficiency and supply chain resilience. The Company has performed well in 2025.
Financial key performance indicators
| 2025 | 2024
| £000s | £000s
Revenue | 17,124 | 21,854
Gross Profit | 5,083 | 5,330
Gross Profit % | 29.7% | 24.3%
Adjusted EBITDA (Note 31) | 1,671 | 2,092
Adjusted EBITDA % | 9.8% | 9.6%
Financing | 1,284 | 2,202
The gross profit percentage has increased from 24.3% to 29.7%, with contributing factors including improved production efficiency and delivered supply chain initiatives. The business repaid £0.9m of borrowing, reducing outstanding finance from £2.2m to £1.3m. This has reduced the Company's underlying leverage to around one times adjusted EBITDA, even after the capital equipment investments of £0.6m that have been undertaken. Chemigraphic continues to focus on achieving growth in existing sectors, investing in both its UK and Chinese operations. There have also been substantial recent UK-based investments in equipment for Optical Inspection, Pick-by-light, Robotic Soldering, flow solder, Reflow, solder paste inspection, 3D printing, Goods-inwards inspection, automation and cyber reporting. The business differentiates itself through its value-add services and capacity to provide more complex bespoke product(s) focused on quality, innovation and supply chain resilience using our unique PCM solutions. These necessitate increasingly demanding regulatory and customer requirements, especially within the medical security sectors and our expertise in the space. The Company also seeks, where appropriate, to adopt a worldwide supply approach through its different global locations. Accordingly, our customers expect the highest standards of accreditation. In Chemigraphic we maintain ISO 9001, 13485, 14001 & 27001. The Company also recently secured FDA approval. Page 1
CHEMIGRAPHIC LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025 The Company can support its customers across a number of areas of product realisation, including: ∙Prototyping and new product innovation; ∙Supply chain & life cycle management; ∙Product assembly manufacturing; ∙Component risk analysis; ∙PCM Solutions; ∙Service or Repair; and ∙Materials sourcing & procurement. Chemigraphic, like much of the industry, continues to work within a competitive landscape, but also within a constantly evolving marketplace.
Principal risks and uncertainties
Management acknowledges that there are risk factors which could impact the business. The risks under constant review include meeting customer requirements, finance, supply chain and market competition. The key approaches to managing the risks and uncertainties in the business are: ∙Ensuring a customer-based focus, especially delivering quality, on time and in full at a fair price; ∙Delivering quality as standard. We focus upon meeting or exceeding customer requirements for product; ∙Fostering an environment of continuous improvement and; ∙Managing our People & Culture. This includes recognising the importance of diversity, inclusion, employee engagement, training and progression. In addition, there are financial risks, which can be divided into several key areas. ∙Credit risk to counterparties. This is mitigated by following an appropriate evaluation of credit worthiness. Most of our customers are substantial global entities. ∙Foreign exchange risk, which results from fluctuations in purchasing and selling commitments. In addition to GBP, the Company buys products, invoices and holds cash in Chinese CNY, Euros and US Dollars. Whilst these risks are partly offset by natural hedges within the customer and supply base, non-GBP flows are monitored, with hedging applied where appropriate. ∙Liquidity risk is mitigated by focusing on working capital management, and maintaining sufficient financing facilities to support trading. Corporate Social Responsibility (CSR) Chemigraphic recognises that it is accountable to many stakeholders. As a global manufacturer, we have a responsibility beyond our economics. We need to acknowledge our impact on employees, customers, the societies we work within and the environments we impact. This awareness drives the shape of our operating model, and how we seek to do business. Page 2
CHEMIGRAPHIC LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025 Our CSR principles divide into several core areas: ∙Conduct & Ethics. This is building key relationships of trust across all our stakeholders. ∙Diversity and Inclusion. We need to ensure that every aspect of our employment and workplace reflects this culture. ∙Safety, which needs to be paramount in everything we do. ∙Environmental Impact. This includes reducing the direct consequences of our operations, minimizing waste, improving longevity and decreasing obsolescence. We are working with an external agency to map our path to carbon neutrality and our commitment to ISO14001.. This report was approved by the board and signed on its behalf.
G P Allen Director
Date: 3 March 2026
Page 3
CHEMIGRAPHIC LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025 The directors present their report and the financial statements for the year ended 30 September 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £428,428 (2024 - £773,669). The directors did not recommend the payment of a dividend in the period (2024: £Nil).
Directors
The directors who served during the year were:
C Wootton (resigned 1 September 2025)
G P Allen
S D Miller
Page 4
CHEMIGRAPHIC LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that Chemigraphic Limited has adequate resources to continue in operational existence for the foreseeable future, hence they continue to adopt the going concern basis of accounting in preparing financial statements. The net liabilities of the Group on 30 September 2025 were £9.3m (2024: £7.7m). The net liability position includes loan notes with a carrying value of £12.9m (2024: £11.7m) owed to the ultimate owners. The loan notes were originally used to fund the acquisition of the subsidiary undertaking, Chemigraphic Limited in 2019. Chemigraphic Limited has prepared detailed forecasts and projections up to 31 December 2027 which covers at least 12 months from the date of approval of the financial statements. The assumptions used in preparing these forecasts consider downside risks. The Directors have taken into consideration the current economic conditions and note that there is uncertainty in the global economy. There are however order book and customer forecasts covering the budgeted period of the next financial year. Following a refinance, which completed on the 14 January 2025, the Group now has receivable finance and loan facilities with a three year term, expiring in January 2028. The business also retained loans repayable by instalments maturing in August 2026 and December 2027. The Company has complied with its banking covenants. The Group has also received a confirmation from NVM Private Equity LLP that they will not seek repayment of their loan notes until after 10 June 2027. The Directors have concluded that the Company and the Group has adequate resources to continue for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Matters covered in the Strategic report
In accordance with section 414 of the Companies Act 2006 (Strategic Report and Directors' Report Regulations 2013), the Company has chosen to include certain information in the Strategic Report. The information covers the business review, future developments and principal risks and uncertainties.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. Page 5
CHEMIGRAPHIC LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Independent Auditor
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
G P Allen Director
Date: 3 March 2026
Page 6
CHEMIGRAPHIC LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC LIMITED
Opinion
We have audited the financial statements of Chemigraphic Limited (the 'Company') for the year ended 30 September 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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. Page 7
CHEMIGRAPHIC LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report 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 Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙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 Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 8
CHEMIGRAPHIC LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. 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: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims; ∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; ∙Reviewing minutes of meetings of those charged with governance; and ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditor's report. Page 9
CHEMIGRAPHIC LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. David Boosey BA(Hons) FCA (Senior Statutory Auditor) for and on behalf of MHA Statutory Auditors Reigate, United Kingdom 3 March 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542). Page 10
CHEMIGRAPHIC LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 17,123,753 | 21,853,963
Cost of sales |  | (12,041,171) | (16,524,309)
Gross profit |  | 5,082,582 | 5,329,654
Administrative expenses |  | (4,308,257) | (4,041,358)
Other operating income |  | 15,598 | 239,627
Operating profit | 5 | 789,923 | 1,527,923
Income from fixed assets investments |  | - | 18
Interest payable and similar expenses | 10 | (294,538) | (575,163)
Profit before tax |  | 495,385 | 952,778
Tax on profit | 11 | (66,957) | (179,109)
Profit for the financial year |  | 428,428 | 773,669
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 15 to 37 form part of these financial statements.
Page 11
CHEMIGRAPHIC LIMITED REGISTERED NUMBER: 01045772 BALANCE SHEET AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 284,675 |  | 361,122
Tangible assets | 13 |  | 572,335 |  | 160,293
Investments | 14 |  | - |  | 1
|  |  | 857,010 |  | 521,416
Current assets |  |  |  |  |
Stocks | 16 | 2,435,675 |  | 3,387,146 |
Debtors: amounts falling due within one year | 17 | 4,235,202 |  | 4,168,210 |
Cash at bank and in hand | 18 | 206,516 |  | 38,611 |
|  | 6,877,393 |  | 7,593,967 |
Creditors: amounts falling due within one year | 19 | (4,020,073) |  | (5,606,598) |
Net current assets |  |  | 2,857,320 |  | 1,987,369
Total assets less current liabilities |  |  | 3,714,330 |  | 2,508,785
Creditors: amounts falling due after more than one year | 20 |  | (1,667,984) |  | (3,848,238)
Provisions for liabilities |  |  |  |  |
Deferred tax | 22 | (81,580) |  | (7,145) |
Other provisions | 23 | (890,387) |  | (307,451) |
|  |  | (971,967) |  | (314,596)
Net assets/(liabilities) |  |  | 1,074,379 |  | (1,654,049)
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 273,026 |  | 250,026
Share premium account | 25 |  | 2,277,000 |  | -
Capital redemption reserve | 25 |  | 24,176 |  | 24,176
Profit and loss account | 25 |  | (1,499,823) |  | (1,928,251)
|  |  | 1,074,379 |  | (1,654,049)
Page 12
CHEMIGRAPHIC LIMITED REGISTERED NUMBER: 01045772 BALANCE SHEET (CONTINUED) AS AT 30 SEPTEMBER 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
G P Allen
Director
Date: 3 March 2026
The notes on pages 15 to 37 form part of these financial statements. Page 13
CHEMIGRAPHIC LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 October 2023 | 250,026 | - | 24,176 | (2,701,920) | (2,427,718)
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 773,669 | 773,669
At 1 October 2024 | 250,026 | - | 24,176 | (1,928,251) | (1,654,049)
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 428,428 | 428,428
Shares issued during the year | 23,000 | 2,277,000 | - | - | 2,300,000
At 30 September 2025 | 273,026 | 2,277,000 | 24,176 | (1,499,823) | 1,074,379
| The notes on pages 15 to 37 form part of these financial statements.
Page 14
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | General information
Chemigraphic Limited is a private company limited by shares and incorporated in England and Wales. Its registered head office is located at Unit A2 The Fleming Centre, Flemingway, Crawley, West Sussex, RH10 9NF. The principal activity of the Company was the manufacture of electronic products and systems for various brand owners. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Chemigraphic (Topco) Limited as at 30 September 2025 and these financial statements may be obtained from Unit A2 The Fleming Centre, Fleming Way, Crawley, West Sussex, RH10 9NF.
| 2.3 | Exemption from preparing consolidated financial statements
These financial statements present information about the Company as an individual undertaking and not about its group. The Company is exempt from the requirements to prepare consolidated financial statements on the grounds that the parent undertaking Chemigraphic (Topco) Limited includes the Company in its published consolidated financial statements. The consolidated financial statements of Chemigraphic (Topco) Limited are prepared under FRS 102 and can be obtained from the address disclosed in Note 2.2. Page 15
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that Chemigraphic Limited has adequate resources to continue in operational existence for the foreseeable future, hence they continue to adopt the going concern basis of accounting in preparing financial statements. The net liabilities of the Group on 30 September 2025 were £9.3m (2024: £7.7m). The net liability position includes loan notes with a carrying value of £12.9m (2024: £11.7m) owed to the ultimate owners. The loan notes were originally used to fund the acquisition of the subsidiary undertaking, Chemigraphic Limited in 2019. Chemigraphic Limited has prepared detailed forecasts and projections up to 31 December 2027 which covers at least 12 months from the date of approval of the financial statements. The assumptions used in preparing these forecasts consider downside risks. The Directors have taken into consideration the current economic conditions and note that there is uncertainty in the global economy. There are however order book and customer forecasts covering the budgeted period of the next financial year. Following a refinance, which completed on the 14 January 2025, the Group now has receivable finance and loan facilities with a three year term, expiring in January 2028. The business also retained loans repayable by instalments maturing in August 2026 and December 2027. The Company has complied with its banking covenants. The Group has also received a confirmation from NVM Private Equity LLP that they will not seek repayment of their loan notes until after 10 June 2027. The Directors have concluded that the Company and the Group has adequate resources to continue for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements. Page 16
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, rounded to the nearest £1. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.
| 2.6 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from the rendering of services is recognised as and when the service is completed. Page 17
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.7 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.8 | Leased assets: the Company as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
| 2.9 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.10 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.11 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.12 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 18
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.13 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.14 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.15 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence. Management consider that these items should be disclosed separately to enable full understanding of the operating results. Page 19
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.16 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Software development | - | 10 | years
| 2.17 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Short-term leasehold property | - | 3 years
|  |  |  | Plant and machinery | - | 4 years
|  |  |  | Motor vehicles | - | 3 years
|  |  |  | Fixtures and fittings | - | 5 years
|  |  |  | Computer equipment | - | 5 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 20
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.18 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.19 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.20 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.21 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.22 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 21
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.23 | Provisions for liabilities
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance sheet.
| 2.24 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Page 22
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.24 | Financial instruments (continued)
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the Company's financial statements requires management to make judgements, estimates and assumption that affect the reported amounts of expenses, assets and liabilities, at the end of the reporting period. The Company based its assumptions and estimates on parameters available when the financial statements were being prepared. The directors have reviewed the accounting policies to ensure that they remain the most appropriate to their particular circumstances for the purpose of giving a true and fair view. Significant management judgements The following are the judgements made by management in applying the accounting policies of the Company that have the most significant effect on these financial statements. Capitalisation of internally developed software Distinguishing the research and development phases of a new customised software project and determining whether the recognition requirements for the capitalisation of development costs are met requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired (See Note 2.16). Estimation uncertainty Stocks Management estimates the level of provisioning required and net realisable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realisation of stocks may be affected by market-driven changes that may reduce future selling prices. The stock value in the financial statements is included net of a provision of £870,234 (2024: £850,546). Page 23
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sale of goods | 17,123,753 | 21,853,963
|  | 17,123,753 | 21,853,963
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 8,450,936 | 8,332,071
| Rest of Europe | 8,062,468 | 12,657,768
| United States | - | 8,787
| Rest of the world | 610,349 | 855,337
|  | 17,123,753 | 21,853,963
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | 89,569 | (14,118)
| Other operating lease rentals | 500,389 | 477,519
| Depreciation on fixed assets | 146,055 | 84,890
| Amortisation on intangible assets | 79,019 | 78,983
6. | Auditor's remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 45,880 | 48,025
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
Page 24
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
7. | Employees
| Staff costs were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 2,994,713 | 3,487,106
| Social security costs | 370,463 | 402,712
| Cost of defined contribution scheme | 55,674 | 80,043
|  | 3,420,850 | 3,969,861
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Production and assembly | 68 | 78
|  | Administration | 33 | 35
|  |  | 101 | 113
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 266,566 | 240,498
| Company contributions to defined contribution pension schemes | 7,289 | 7,725
|  | 273,855 | 248,223
| During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £74,974 (2024 - £77,250).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,290 (2024 - £7,725).
Page 25
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
9. | Income from investments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividend received from current asset investments | - | 18
|  | - | 18
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | - | 1
| Bank and other finance charges | 294,538 | 575,162
|  | 294,538 | 575,163
| Bank and other finance charges included interest and other charges on the Company's invoicing facility and amortisation of refinancing fees incurred on bank loans.
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | - | 173,066
| Adjustments in respect of previous periods | (7,478) | (1,102)
|  | (7,478) | 171,964
| Total current tax | (7,478) | 171,964
| Deferred tax |  |
| Origination and reversal of timing differences | 74,435 | 7,145
| Total deferred tax | 74,435 | 7,145
|  | 66,957 | 179,109
Page 26
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 495,385 | 952,778
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 123,846 | 238,195
| Effects of: |  |
| Non-deductible expenses | 610 | 1,441
| Deferred tax not recognised | - | 7,388
| Adjustments to tax charge in respect of prior periods | (7,478) | -
| Non-taxable income | (7,305) | (1)
| Other differences leading to an increase (decrease) in the tax charge | (704) | (1,103)
| Group relief claimed | (42,012) | (66,806)
| Exempt ABGH distributions | - | (5)
| Total tax charge for the year | 66,957 | 179,109
Page 27
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
12. | Intangible assets
|  | Software development costs
|  | £
| Cost |
| At 1 October 2024 | 790,190
| Additions | 2,572
| At 30 September 2025 | 792,762
| Amortisation |
| At 1 October 2024 | 429,068
| Charge for the year on owned assets | 79,019
| At 30 September 2025 | 508,087
| Net book value |
| At 30 September 2025 | 284,675
| At 30 September 2024 | 361,122
| Software development costs comprise the Company's ERP system, IFS. The system was implemented on 1 April 2019, and was amortised from this point. The intangible asset has a remaining amortisation period of 3.5 years (2024: 4.5 years).
Page 28
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
13. | Tangible fixed assets
|  | Short-term leasehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Computer equipment
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 October 2024 | 545,847 | 3,009,658 | 21,350 | 297,840 | 154,604
| Additions | 36,861 | 457,865 | 23,926 | 14,924 | 24,946
| Disposals | - | (269,721) | - | - | (3,050)
| At 30 September 2025 | 582,708 | 3,197,802 | 45,276 | 312,764 | 176,500
| Depreciation |  |  |  |  |
| At 1 October 2024 | 526,053 | 2,899,108 | 21,350 | 278,406 | 144,089
| Charge for the year on owned assets | 29,586 | 92,674 | 3,988 | 6,575 | 13,232
| Disposals | - | (269,296) | - | - | (3,050)
| At 30 September 2025 | 555,639 | 2,722,486 | 25,338 | 284,981 | 154,271
| Net book value |  |  |  |  |
| At 30 September 2025 | 27,069 | 475,316 | 19,938 | 27,783 | 22,229
| At 30 September 2024 | 19,794 | 110,550 | - | 19,434 | 10,515
Page 29
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 13.Tangible fixed assets (continued)
|  | Total
|  | £
| Cost or valuation |
| At 1 October 2024 | 4,029,299
| Additions | 558,522
| Disposals | (272,771)
| At 30 September 2025 | 4,315,050
| Depreciation |
| At 1 October 2024 | 3,869,006
| Charge for the year on owned assets | 146,055
| Disposals | (272,346)
| At 30 September 2025 | 3,742,715
| Net book value |
| At 30 September 2025 | 572,335
| At 30 September 2024 | 160,293
Page 30
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
14. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 October 2024 | 1
| Impairment |
| Revaluations | 1
| Net book value |
| At 30 September 2025 | -
| Other investments include listed investments with a carrying value of £Nil (2024: £1). As at 30 September 2025, these investments had a market value of £Nil (2024: £Nil). The investment was fully impaired during the year.
15. | Subsidiary undertakings
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| CRS Electronics Limited | Unit A2 The Fleming Centre, Fleming Way, Crawley RH10 9NF | Manufacturing | Ordinary | 100%
| Chemigraphic HK Limited | Suites 1701-02A, 17F.,625 Kings Road, North Point, Hong Kong | Holding company | Ordinary | 100%
| Chemigraphic (Tianjin) Electronics Co., Ltd* | Floor 1 and 2, Building 2, International Medical Equipment Industrial Park, No. 16 on Wuwei Road, Tianjin Dongli Economic and Technological Development Zone, China | Manufacturing | Ordinary | 100%
| *Subsidiary through Chemigraphic (HK) Limited
Page 31
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
16. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 1,494,207 | 2,367,876
| Work in progress (goods to be sold) | 396,277 | 389,062
| Finished goods and goods for resale | 545,191 | 630,208
|  | 2,435,675 | 3,387,146
| There is no significant difference between the replacement cost and their carrying amounts. Stocks are stated after provisions for impairment of £870,234 (2024: £850,546).
17. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 2,840,123 | 3,041,027
| Amounts owed by group undertakings | 469,722 | 712,259
| Other debtors | 372,707 | 2,634
| Prepayments and accrued income | 552,650 | 412,290
|  | 4,235,202 | 4,168,210
| Trade debtors are stated after provisions for impairment of £10,000 (2024: £53,321). Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayments and are repayable on demand. Amounts owed by group undertakings are stated after provisions for impairment of £Nil (2024: £2,032,000).
18. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 206,516 | 38,611
|  | 206,516 | 38,611
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CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
19. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans (Note 21) | 634,327 | 1,827,300
| Trade creditors | 2,126,417 | 2,278,187
| Amounts owed to group undertakings | 112,717 | 80,723
| Other taxation and social security | 339,131 | 253,134
| Accruals and deferred income | 807,481 | 1,167,254
|  | 4,020,073 | 5,606,598
| Amounts due to group undertakings are secured, interest-free, have no fixed date of repayment and are repayable on demand.
20. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans (Note 21) | 650,000 | 375,000
| Amounts owed to group undertakings | 1,017,984 | 3,473,238
|  | 1,667,984 | 3,848,238
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CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
21. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 634,327 | 1,827,300
| Amounts falling due 1-2 years |  |
| Bank loans | 650,000 | 375,000
|  | 1,284,327 | 2,202,300
| As at 30 September 2025, the Company has various financing facilities with Arbuthnot Commercial Asset Based Lending Limited with a maturity date of January 2028 and the total committed facility limit to £9.5m. The facilities are asset-based and the amount available for drawdown at any point in time is dependent on eligible receivables, inventory and plant and machinery values. As at 30 September 2025, the effective facility availability was capped at £7.0m based on the underlying borrowing base. Interest is charged at variable rates ranging from 2.5% to 6.25%. The facilities are secured by fixed and floating charges over substantially all of the assets of the Company and its group undertakings. At 30 September 2025, the carrying value of amounts drawn under the facilities was £1.3m (2024: £2.2m).
22. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (7,145)
| Charged to profit or loss | (74,435)
| At end of year | (81,580)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (114,259) | (44,177)
| Other short term timing differences | 32,679 | 37,032
|  | (81,580) | (7,145)
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CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
23. | Provisions
|  | Other provision
|  | £
| At 1 October 2024 | 307,451
| Charged to profit or loss | 582,936
| At 30 September 2025 | 890,387
| The above provision is recognised for future repairs of the Company's factory payable under the terms of the lease. The provision for dilapidations is expected to be fully utilised at the expiry of the lease contract.
24. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 27,302,601 (2024 - 25,002,601) Ordinary shares of £0.01 each | 273,026 | 250,026
| The Ordinary shares carry the right to vote, on the basis of one vote for every Ordinary share, and to receive dividends.
On 30 September 2025, the Company issued 2,300,000 Ordinary shares with an aggregate nominal value of £23,000 for total consideration of £2,300,000.
25. | Reserves
Share premium account The share premium reserve contains the premium arising on the issue of equity shares, net of any issue expenses. Capital redemption reserve The capital redemption reserve represents cumulative non-distributable reserves as a result of buy back of the Company's own shares. Profit and loss account The profit and loss account consists of cumulative profits and losses, net of dividends paid. Page 35
CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
26. | Contingent liabilities
The parent undertaking, Chemigraphic (Bidco) Limited has loan notes with a carrying amount of £12.8m at 30 September 2025 (2024: £11.7m). The loan notes are secured by way of fixed and floating charges over the assets of the parent undertakings and their subsidiaries which include Chemigraphic Limited.
27. | Pension commitments
Defined contribution plans The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund. The total expense relating to these plans in the current year was £55,674 (2024: £80,043). Contributions totalling £14,224 (2024: £16,701) were payable to the fund at year end.
28. | Commitments under operating leases
| At 30 September 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 135,828 | 478,723
| Later than 1 year and not later than 5 years | - | 135,828
|  | 135,828 | 614,551
| During the year, £500,389 was recognised as an expense in respect of operating leases, net of rent rebates (2024: £477,519).
29. | Related party transactions
| The Company has taken advantage of the exemption contained within FRS 102 from disclosing transactions with other wholly owned members of the group. During the year the Company traded with a company related by way of common investors. The Company made purchases of £Nil (2024: £213) and sales of £Nil (2024: £163,174). At the year end, the outstanding balances were £Nil (2024: £Nil) of Creditors and £Nil (2024: £25,427) of Debtors. The key management personnel of the Company are considered to be the directors. The directors' remuneration are disclosed in Note 8.
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CHEMIGRAPHIC LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
30. | Controlling party
The immediate parent Company of Chemigraphic Limited is Chemigraphic (Bidco) Limited, a subsidiary undertaking of Chemigraphic (Topco) Limited. The smallest and largest group to consolidate these financial statements is Chemigraphic (Topco) Limited. Copies of the consolidated financial statements of Chemigraphic (Topco) Limited can be obtained from the Company Secretary at Unit A2 The Fleming Centre, Fleming Way, Crawley, RH10 9NF. The ultimate controlling party is NVM Private Equity LLP.
31. | Adjusted EBITDA
| Adjusted EBITDA has been calculated on the following basis:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit for the financial year | 399,245 | 953,880
| Interest payable and similar charges | 294,538 | 575,163
| Depreciation on fixed assets | 146,055 | 84,890
| Amortisation on intangible assets | 79,019 | 78,983
| Tax for the year | 66,957 | (1,102)
| Exceptional costs transaction costs | 540,158 | 313,667
| Foreign exchange gains/(losses) | 89,569 | (14,118)
| Other miscellaneous costs | 55,805 | 100,733
|  | 1,671,346 | 2,092,096
| Other miscellaneous costs included non-executive fees and profit/(loss) on sales of fixed assets.
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