REGISTERED NUMBER: 00162273 (England and Wales)

RUSTINS LIMITED

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Cash Flow Statement

14

Notes to the Cash Flow Statement

15

Notes to the Financial Statements

16

DIRECTORS:

J K Averiss

E P Krawitt

G Rustin

A Rustin

REGISTERED OFFICE:

51 Waterloo Road

London

NW2 7TX

REGISTERED NUMBER:

00162273 (England and Wales)

AUDITORS:

Duncan & Toplis Audit Limited, Statutory Auditor

3 Castlegate

Grantham

Lincolnshire

NG31 6SF

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

Principal activity

The principal activities of the company are the manufacture and distribution of packaged decorative products and household cleaning chemicals. These include wood finishes, speciality paints and decorating sundries primarily under the Rustins, Briwax, Wudcare, Brummer and Bondaglass brands for decorators and 'do-it-yourself' consumers; and speciality cleaning and polishing products under the Oven Mate, House Mate, Antiquax, Stone's, Big D, Lord Sheraton and Peek Polish brands with end users being the general public.

Results

The turnover of the company increased from £16,172,644 in 2024 to £16,222,190 in 2025. The operating profit of the company increased from £266,644 in 2024 to £531,618 in 2025. The profit before tax for the year was £791,025 (2024: £482,286).

Products and markets

Our products comprise packaged decorative products and household chemicals which fall into two categories of markets that we sell to:

- Trade and DIY markets. We manufacture and distribute packaged decorative products primarily under the brands of Rustins, Briwax, Wudcare, Brummer, Heldite and Bondaglass. These products include wood finishes such as varnishes, oils and waxes, speciality paints and sealers, and decorating sundries such as paint stripper and wood filler. Our end users include trade decorating professionals and 'do-it-yourself' members of the public. We distribute these products directly to hardware stores, paint stores, builder's merchants as well as to wholesalers who then sell our products to these same type of stockists.

- Household markets. We manufacture and distribute packaged household cleaning and polishing products primarily under the brands of Oven Mate, House Mate, Antiquax, Stone's, Big D, Lord Sheraton and Peek Polish. These products include wood finishes, oils and waxes, cleaners, and polishes for wood and leather. Our end users are the general members of the public. We distribute these products directly to hardware stores, speciality shops, grocers, general merchandise stores and catering supply companies directly or through wholesalers.

We maintain separate brand and marketing identities for each of our brands to appeal to specific target markets. The manufacturing, administration and logistics of all of our products are on a common platform. Most of our sales are to customers in the UK and we also export a minority of our sales to more than 30 countries.

Business review

Sales increased a modest amount in 2025 as the industry competed with other offerings for the consumer's DIY and discretionary spending.

Principal risks and uncertainties

We encounter general economic risks that drive house building and DIY projects which in turn drives demand for our trade and DIY products. Within our sector we have competitors with more resources for marketing and promotions. We address these risks by ensuring we have appealing, high quality products, maintaining good relations with our stockists and keeping our costs controlled. We have exposure to raw material and packaging price increases that we cannot always pass on to customers in a timely manner. We also have the risk of obtaining key raw materials which may be in short supply due to supply chain disruptions. We stay close to our suppliers and have alternative suppliers of substitute products to mitigate this risk. We face the usual credit risk and cash flow risk associated with selling on credit. We manage this by limiting and monitoring our credit exposure to counterparties. In 2025, we financed our working capital through retained earnings.

Financial instruments

The company is exposed to credit risk in two ways. The first is our cash on hand which we have in a current account or in a savings account with Barclays Bank or in a money market fund. We monitor the creditworthiness of Barclays and the credit profile of the money market fund. The second element of credit risk is that from our customers to whom we sell on credit when we require them to pay us generally between 30 and 60 days after the sale. We manage this through our credit control procedures, which include credit check reports from a third party which monitors and recommends credit limits for us to grant to our customers.

Financial key performance indicators

We measure our performance with financial and operating metrics. The key indicators we monitor for each brand are sales growth and gross margin as a percent of sales. We also monitor distribution costs and overhead expenses compared to sales and compared to the previous year. In 2025 our sales increased by 1%. Margins in 2025 met our expectations. Controllable overhead expenses also met our expectations. Other overheads, such as depreciation and amortisation, are a function of asset acquisitions and accounting policy. We control these by ensuring we have good evaluation and pricing for capital expenditures and acquisitions.

Outlook

We intend to manage our existing brands in our two categories of decorative products and household chemicals by selectively introducing new products, expanding our network of stockists, and making opportunistic acquisitions of brands that fit our portfolio. We also face risks, including raw material availability, compliance requirements in the UK and export markets, logistic delays, and tariffs. Global shortages of raw materials have led to increased prices of our components and in some cases a lack of availability which will affect sales and margin.

ON BEHALF OF THE BOARD:

E P Krawitt - Director

21 August 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the manufacture and distribution of packaged decorative products and household cleaning chemicals. These include wood finishes, speciality paints and decorating sundries primarily under the Rustins, Briwax, Wudcare, Brummer and Bondaglass brands for decorators and 'do-it-yourself' consumers; and speciality cleaning and polishing products under the Oven Mate, House Mate, Antiquax, Stone's, Big D, Lord Sheraton and Peek Polish brands with end users being the general public.

DIVIDENDS

The directors declared an interim dividend on 18 July 2025 of £334,263.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

J K Averiss

E P Krawitt

G Rustin

A Rustin

ACQUISITION OF OWN SHARES

During the year the company issued 300 Ordinary £1 shares at par.

The Ordinary shares carry equal rights to voting, dividends and distribution upon winding up.

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), 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he 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:

E P Krawitt - Director

21 August 2026

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its 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.

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:

- Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.

- Enquiring of management concerning actual and potential litigation and claims.

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Whilst this is the case, our audit approach adopts a risk based approach which ensures that appropriate attention is devoted to the areas assessed as key audit risks. We performed a combination of procedures including analytical review, detailed substantive verification of transactions and balances as well as detailed test of controls, where appropriate.

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

Use of our report

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

Hassan Behcet (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

3 Castlegate

Grantham

Lincolnshire

NG31 6SF

21 August 2026

TURNOVER

3

16,222,190

16,172,644

Cost of sales

9,265,608

9,464,174

GROSS PROFIT

6,956,582

6,708,470

Distribution costs

2,119,876

2,265,510

Administrative expenses

4,322,483

4,179,002

6,442,359

6,444,512

514,223

263,958

Other operating income

17,395

2,686

OPERATING PROFIT

5

531,618

266,644

Profit and loss on sale of

computer equipment

7

7,681

472

523,937

266,172

Interest receivable and similar income

287,860

222,765

811,797

488,937

Interest payable and similar expenses

8

20,772

6,651

PROFIT BEFORE TAXATION

791,025

482,286

Tax on profit

9

(49,046

)

212,490

PROFIT FOR THE FINANCIAL YEAR

840,071

269,796

PROFIT FOR THE YEAR

840,071

269,796

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

840,071

269,796

FIXED ASSETS

Intangible assets

11

1,644,180

2,132,764

Tangible assets

12

428,863

3,674,497

2,073,043

5,807,261

CURRENT ASSETS

Stocks

13

3,665,200

4,088,342

Debtors

14

6,560,447

2,624,024

Cash and cash equivalents

7,523,371

6,615,892

17,749,018

13,328,258

CREDITORS

Amounts falling due within one year

15

2,709,856

2,448,634

NET CURRENT ASSETS

15,039,162

10,879,624

TOTAL ASSETS LESS CURRENT LIABILITIES

17,112,205

16,686,885

PROVISIONS FOR LIABILITIES

17

237,049

586,037

NET ASSETS

16,875,156

16,100,848

CAPITAL AND RESERVES

Called up share capital

18

18,570

18,270

Share premium

19

20,400

20,400

Capital redemption reserve

19

3,545

3,545

Retained earnings

19

16,832,641

16,058,633

SHAREHOLDERS' FUNDS

16,875,156

16,100,848

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2026 and were signed on its behalf by:

E P Krawitt - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2024

18,450

16,265,500

20,400

3,065

16,307,415

Changes in equity

Increase in share capital

300

-

-

-

300

Purchase

of own shares

(480

)

(426,964

)

-

480

(426,964

)

Dividends

-

(310,594

)

-

-

(310,594

)

Total comprehensive income

-

269,796

-

-

269,796

Share based payment

-

260,895

-

-

260,895

Balance at 31 December 2024

18,270

16,058,633

20,400

3,545

16,100,848

Changes in equity

Issue of share capital

300

-

-

-

300

Dividends

-

(334,263

)

-

-

(334,263

)

Total comprehensive income

-

840,071

-

-

840,071

Share based payment

-

268,200

-

-

268,200

Balance at 31 December 2025

18,570

16,832,641

20,400

3,545

16,875,156

Cash flows from operating activities

Cash generated from operations

1

1,396,246

1,365,224

Tax paid

(234,928

)

(114,529

)

Net cash from operating activities

1,161,318

1,250,695

Cash flows from investing activities

Purchase of intangible fixed assets

(57,890

)

(22,000

)

Purchase of tangible fixed assets

(137,412

)

(114,580

)

Sale of tangible fixed assets

8,338

473

Interest received

287,860

222,765

Net cash from investing activities

100,896

86,658

Cash flows from financing activities

Share issue

300

(180

)

Share buyback

-

(426,964

)

Interest paid and bank charges

(20,772

)

(6,651

)

Equity dividends paid

(334,263

)

(310,594

)

Net cash from financing activities

(354,735

)

(744,389

)

Increase in cash and cash equivalents

907,479

592,964

Cash and cash equivalents at beginning of year

2

6,615,892

6,022,928

Cash and cash equivalents at end of year

2

7,523,371

6,615,892

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

2025

2024

£

£

Profit before taxation

791,025

482,286

Depreciation charges

170,372

176,345

Amortisation

546,474

542,576

Shared based payment expense

268,200

260,895

Finance costs

20,772

6,651

Finance income

(287,860

)

(222,765

)

1,508,983

1,245,988

Decrease in stocks

423,142

273,142

Increase in trade and other debtors

(733,119

)

(96,836

)

Increase/(decrease) in trade and other creditors

197,240

(57,070

)

Cash generated from operations

1,396,246

1,365,224

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

7,523,371

6,615,892

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

6,615,892

6,022,928

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash and cash equivalents

6,615,892

907,479

7,523,371

6,615,892

907,479

7,523,371

Total

6,615,892

907,479

7,523,371

4.	MAJOR NON-CASH TRANSACTIONS

During the year, the Company disposed of tangible fixed assets to a fellow group undertaking. No cash consideration was received during the period, with the transaction settled through intercompany balances. As no cash was transferred, the disposal has not been included within investing cash flows in the statement of cash flows.

1.	STATUTORY INFORMATION

Rustins Limited is a private 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.

Key source of estimation, uncertainty and judgement

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There is estimation uncertainty in calculating depreciation. A full line by line review of fixed assets is carried out by management regularly. Whilst every attempt is made to ensure that the depreciation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets.

There is estimation uncertainty in calculating amortisation. A full line by line review of intangible assets is carried out by management regularly. Whilst every attempt is made to ensure that the amortisation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets.

There is estimation uncertainty in calculating deferred tax. A full line by line review of deferred tax is carried out by management regularly. Whilst every attempt is made to ensure that the deferred tax is as accurate as possible, there remains a risk that the provisions do not match the actual tax liability when asset is disposed of.

There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

There is estimation uncertainty in calculating the supplier rebates payable provision. Whilst every attempt is made to ensure that the provision is as accurate as possible, there remains a risk that the accrual does not match the level of supplier rebates that ultimately prove to be payable.

Turnover

Turnover represents amounts receivable in respect of goods and services sold in the year and excludes value added tax. Turnover is recognised as goods are dispatched.

Goodwill

Goodwill represents the difference between amounts paid on the acquisition of a business and the acquirer's interest in the fair value of the identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the statement of comprehensive income over its useful economic life between 10 and 20 years.

Intangible assets

Other intangibles include trademarks, formulation and knowhow and customer lists acquired. These assets are measured at cost less accumulated amortisation and accumulated impairment losses. Other intangible assets are amortised on a straight line basis to the statement of comprehensive income over their useful economic lives of 10 years.

Impairment

Intangible assets and goodwill are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Fixed assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased, except for goodwill where impairment losses previously recognised are not reversed.

Tangible fixed assets

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

Depreciation is provided on the following bases:

Freehold property

- 2% on cost or valuation

L/Term Leasehold property

- the term of the lease

Plant and Machinery

- 4% - 33% on cost

Fixtures and fittings

- 10% on cost

Computer Equipment

- 33% on cost

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.

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 for raw materials and consumables and weighted average cost for finished goods and goods for resale. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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 the statement of comprehensive income.

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, money market funds and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

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.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Share-based payment

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. During the year the amount charged to the profit or loss in respect to share options granted is £268,200 (2024 £260,895).

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, the profit and loss account is charged with the fair value of goods and services received.

3.

TURNOVER

Turnover is stated net of VAT and trade discounts.

All turnover relates to the manufacture and sale of goods for the trade decorating professionals, 'do-it-yourself' and household consumers.

Analysis of turnover by country of destination:

2025

2024

£

£

United Kingdom

13,880,276

14,144,341

Rest of Europe

1,379,627

1,433,761

Rest of the world

962,287

594,542

16,222,190

16,172,644

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,644,486

2,560,488

Social security costs

270,692

236,512

Other pension costs

14,325

15,873

2,929,503

2,812,873

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

2025

2024

Manufacture and sale of goods

45

45

2025

2024

£

£

Directors' emoluments

279,998

334,454

Directors gains on long term incentive schemes

260,895

260,895

Company contributions to defined contribution pension schemes

-

3,000

540,893

598,349

During the year there were no retirement benefits accruing for any director (2024 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £535,895 (2024 - £555,895).

Key management personnel

Key management personnel include the managing director and a number of senior managers across the company who together have authority and responsibility for planning, directing and controlling the activities of the company. The total compensation paid to key management personnel for services provided to the company was £894,564 (2024 - £935,668).

5.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Hire of plant and machinery

12,747

8,872

Other operating leases

39,964

36,110

Depreciation - owned assets

170,372

175,380

Goodwill amortisation

111,007

98,131

Patents and licences amortisation

435,467

444,445

Foreign exchange differences

4,837

1,843

6.	AUDITORS' REMUNERATION

2025

2024

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

28,095

25,100