REGISTERED NUMBER: 01439569 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

FOR

VISTA ENGINEERING LTD

Page

Company Information

1

Group Strategic Report

2

to

3

Report of the Directors

4

to

5

Report of the Independent Auditors

6

to

9

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

to

33

DIRECTORS:

Mrs S A Travis

Mr P D Travis

Mrs G Travis

SECRETARY:

Mrs G Travis

REGISTERED OFFICE:

Carr Brook Works

Elnor Lane

Whaley Bridge

High Peak

SK23 7JN

REGISTERED NUMBER:

01439569 (England and Wales)

AUDITORS:

Allens Accountants Limited

Registered Auditors and

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

The directors present their strategic report of the Company and the Group for the year ended 30 November 2025.

The strength of the group is in its employees, supply chain partners, customer relationships, product quality, and service ethos.

The hoped-for boost to construction activity, led by government housing and infrastructure targets, did not happen in 2025, with the residential sector weak or flat and the commercial sector subdued. This was reflected in turnover down 2%. Operating profit was lower with changes to National Insurance rates & thresholds driving higher employment costs.

Recent geopolitical uncertainty in the Middle East, and elsewhere with other conflicts, continue to pressure global commodity prices, with the group expecting its costs to increase in the coming year.

REVIEW OF BUSINESS

The Vista Group is the UK's leading independent manufacturer of builders' & plasterers' metalwork, and construction fixings. Operating from five manufacturing sites and a dedicated Distribution Centre serving Scotland, the Group provides proven products, reliable service, and competitive pricing, built on a history of innovation, high-performance products and customer service excellence.

All companies in the Vista Group operate with a decentralised structure, with local directors empowered with key decision-making responsibility, ensuring a fully customer-focused approach to market demands and opportunities.

The Group's financial performance shows Group turnover dropped to £37.1m (2024 - £37.8m). Profit before tax decreased to £5.2m (2024 - £5.6m).

KEY PERFORMANCE INDICATORS

The directors measure the development, performance and the group and company's position by reference to the following factors:

2025

2024

(a)

Turnover

£37.1m

£37.8m

(b)

Gross Profit Margin

35.1%

34.8%

(c)

Net Assets

£29.7m

£26.3m

(d)

Debtor Days

55 days

55 days

(e)

Stock Turnover

5.4 times

5.7 times

The Group also use non-financial performance indicators.

FINANCIAL RISK MANAGEMENT

The Group's operations expose it to a variety of financial risks that include price risk and liquidity risk. These risks are managed by the Group's focus on its cash reserves and cash flow forecasts. The directors have concluded that the credit risk is low.

PRICE RISK

The Group is exposed to changes in the market prices of its raw material prices, which is mitigated by sourcing goods from a list of approved suppliers with whom the Group has built up and maintained a strong working relationship.

LIQUIDITY RISK

The Group has sufficient cash reserves to maintain the required liquidity and capital expenditure to ensure that the business is not only a going concern but is able to realise its full potential.

SECTION 172(1) STATEMENT

The directors continue to have regard to the interests of the Group's wider stakeholders, in accordance with s172 of the Companies Act. The directors consider the following to be key stakeholders to the Group;

CUSTOMERS

Ensuring ready availability of proven products, customer service excellence and competitive pricing is critical to our success. We aim to build strong and lasting partnership relationships with customers by listening to, then meeting their needs. A close customer engagement helps create repeat business.

EMPLOYEES

Our employee engagement takes multiple forms with the most significant being the visibility and involvement of shareholders, enabling employees' direct access to the owners and decision makers. We aim to treat everyone fairly and consistently, creating a workplace and business environment that is committed, nurturing and loyal.

SUPPLIERS

Our business-critical operations are delivered and managed with the support of our suppliers. We engage regularly with our suppliers to create a collaborative and trusting environment which allows us to deliver solutions to our customers.

SHAREHOLDERS

As a family-owned business, shareholders are involved daily, with formal meetings held as required. For some subsidiary companies, shareholders include minority interests held by key local operational directors.

LOCAL COMMUNITIES

Community engagement is achieved through supporting local charities and community projects.

ENVIRONMENT

The Group has various schemes and policies aimed at reducing our impact on the environment, including installation of solar panels, use of electric vehicles and using sustainable building materials wherever possible.

ON BEHALF OF THE BOARD:

Mr P D Travis - Director

24 April 2026

The directors present their report with the financial statements of the Company and the Group for the year ended 30 November 2025.

PRINCIPAL ACTIVITY

The principal activity of the Group in the year under review was that of manufacturing of building fixings.

DIVIDENDS

Dividends of £338,000 (2024: £450,000) were voted during the year.

FUTURE DEVELOPMENTS

The Group's primary objective is to increase long term value to its shareholders, achieved through a continued focus on product, service and price. Independently minded and family-owned, the Group is ideally positioned to be agile in response to new opportunities in the construction sector.

The Group continues to invest in its brands, as well as making strategic investments to drive improvement in service, product, and quality.

POST BALANCE SHEET EVENTS

There are no post balance sheet events to report.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

All directors benefited from a qualifying indemnity insurance policy in place during the financial year.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

Mrs S A Travis

Mr P D Travis

Mrs G Travis

CHARITABLE DONATIONS

During the year the group paid charitable donations totalling £7,082 (2024: £7,328).

MODERN SLAVERY STATEMENT

We are committed to ensuring that there is no modern slavery or human trafficking in our supply chain or in any part of our business. Our Anti-Slavery Policy reflects our commitment to acting ethically and with integrity in all our business relationships and to implementing and enforcing effective systems and controls to ensure slavery and human trafficking is not taking place anywhere in our supply chains.

DISABILITY POLICY

We are committed to ensuring that people with disabilities are treated fairly, supported, and encouraged to apply for employment and to progress and receive training once employed.

STREAMLINED ENERGY AND CARBON REPORTING

The Group monitors its energy usage through KPI reporting with targets of year-on-year reduction in consumption.

The Directors considered the intensity metrics within the business and concluded that Internal Area (SQM) is the most appropriate metric to report. This is comprised of all emissions associated with the current operating activities of the Group, divided by Internal area.

The current intensity ratio for the operating period was 22.9 (2024: 22.6).

2025

2024

Emissions from combustion of fuel (Tco2e)

98.0

72.3

Emissions from purchased electricity (Tco2e)

166.1

174.3

Total emissions (Tco2e)

264.1

246.6

Intensity ratio (Tco2e / SQM of internal areas)

22.9

22.6

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 the Group 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 Group'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 Group's auditors are aware of that information.

AUDITORS

The auditors, Allens Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr P D Travis - Director

24 April 2026

Opinion

We have audited the financial statements of Vista Engineering Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 November 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 Group's and of the Parent Company affairs as at 30 November 2025 and of the Group's 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 Group 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 group's and the parent 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent 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 group or the parent 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:

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

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

-

the nature of the industry and sector, control environment and business performance including the design of the company's remuneration policies, key drivers for the directors' remuneration, bonus levels and performance targets;

-

results of our enquiries of management and the board of directors about their own identification and assessment of the risks of irregularities;

-

any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

-

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

-

the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

-

the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

Audit response to risks identified

Our procedure to respond to risks identified included the following:

-

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 and the board of directors 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.

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.

Mr Dean McMullan (Senior Statutory Auditor)

for and on behalf of Allens Accountants Limited

Registered Auditors and

Chartered Accountants

123 Wellington Road South

Stockport

Cheshire

SK1 3TH

24 April 2026

TURNOVER

3

37,088,176

37,770,050

Cost of sales

24,058,762

24,625,328

GROSS PROFIT

13,029,414

13,144,722

Distribution costs

1,678,994

1,457,599

Administrative expenses

6,472,885

6,371,340

8,151,879

7,828,939

4,877,535

5,315,783

Other operating income

44,624

36,840

OPERATING PROFIT

5

4,922,159

5,352,623

Interest receivable and similar income

6

327,249

221,490

5,249,408

5,574,113

Interest payable and similar expenses

7

5,439

3,250

PROFIT BEFORE TAXATION

5,243,969

5,570,863

Tax on profit

8

1,512,463

1,558,899

PROFIT FOR THE FINANCIAL YEAR

3,731,506

4,011,964

Profit attributable to:

Owners of the parent

3,642,332

3,887,106

Non-controlling interests

89,174

124,858

3,731,506

4,011,964

PROFIT FOR THE YEAR

3,731,506

4,011,964

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,731,506

4,011,964

Total comprehensive income attributable to:

Owners of the parent

3,642,332

3,887,106

Non-controlling interests

89,174

124,858

3,731,506

4,011,964

FIXED ASSETS

Intangible assets

11

3,073,472

3,740,803

Tangible assets

12

8,056,384

7,135,668

Investments

13

-

-

Investment property

14

183,068

187,428

11,312,924

11,063,899

CURRENT ASSETS

Stocks

15

4,324,799

3,740,404

Debtors

16

7,272,440

6,805,291

Cash at bank and in hand

15,490,171

14,247,084

27,087,410

24,792,779

CREDITORS

Amounts falling due within one year

17

7,251,047

8,340,579

NET CURRENT ASSETS

19,836,363

16,452,200

TOTAL ASSETS LESS CURRENT LIABILITIES

31,149,287

27,516,099

CREDITORS

Amounts falling due after more than one year

18

(26,240

)

-

PROVISIONS FOR LIABILITIES

20

(1,460,607

)

(1,213,525

)

NET ASSETS

29,662,440

26,302,574

CAPITAL AND RESERVES

Called up share capital

21

50,200

50,200

Share premium

22

11,400

11,400

Fair value reserve

22

22,629

22,629

Retained earnings

22

29,021,095

25,716,763

SHAREHOLDERS' FUNDS

29,105,324

25,800,992

NON-CONTROLLING INTERESTS

557,116

501,582

TOTAL EQUITY

29,662,440

26,302,574

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2026 and were signed on its behalf by:

Mr P D Travis - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

3,462,495

2,868,804

Investments

13

13,137,934

13,137,934

Investment property

14

-

-

16,600,429

16,006,738

CURRENT ASSETS

Stocks

15

1,779,480

1,663,320

Debtors

16

4,674,684

3,498,861

Cash at bank and in hand

7,122,588

6,211,902

13,576,752

11,374,083

CREDITORS

Amounts falling due within one year

17

4,066,102

4,101,662

NET CURRENT ASSETS

9,510,650

7,272,421

TOTAL ASSETS LESS CURRENT LIABILITIES

26,111,079

23,279,159

CREDITORS

Amounts falling due after more than one year

18

(26,240

)

-

PROVISIONS FOR LIABILITIES

20

(520,935

)

(359,778

)

NET ASSETS

25,563,904

22,919,381

CAPITAL AND RESERVES

Called up share capital

21

50,200

50,200

Share premium

22

11,400

11,400

Retained earnings

22

25,502,304

22,857,781

SHAREHOLDERS' FUNDS

25,563,904

22,919,381

Company's profit for the financial year

2,982,523

2,608,773

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2026 and were signed on its behalf by:

Mr P D Travis - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 December 2023

50,200

22,299,404

11,400

Changes in equity

Dividends

-

(450,000

)

-

Total comprehensive income

-

3,867,359

-

Balance at 30 November 2024

50,200

25,716,763

11,400

Changes in equity

Dividends

-

(338,000

)

-

Total comprehensive income

-

3,642,332

-

Balance at 30 November 2025

50,200

29,021,095

11,400

Fair

value

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 December 2023

2,882

22,363,886

422,161

22,786,047

Changes in equity

Dividends

-

(450,000

)

(45,437

)

(495,437

)

Total comprehensive income

19,747

3,887,106

124,858

4,011,964

Balance at 30 November 2024

22,629

25,800,992

501,582

26,302,574

Changes in equity

Dividends

-

(338,000

)

(33,640

)

(371,640

)

Total comprehensive income

-

3,642,332

89,174

3,731,506

Balance at 30 November 2025

22,629

29,105,324

557,116

29,662,440

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 December 2023

50,200

20,699,008

11,400

20,760,608

Changes in equity

Dividends

-

(450,000

)

-

(450,000

)

Total comprehensive income

-

2,608,773

-

2,608,773

Balance at 30 November 2024

50,200

22,857,781

11,400

22,919,381

Changes in equity

Dividends

-

(338,000

)

-

(338,000

)

Total comprehensive income

-

2,982,523

-

2,982,523

Balance at 30 November 2025

50,200

25,502,304

11,400

25,563,904

Cash flows from operating activities

Cash generated from operations

1

4,643,559

6,266,501

Interest paid

(1,940

)

(3,250

)

Interest element of hire purchase payments paid

(3,499

)

-

Tax paid

(1,441,049

)

(1,333,361

)

Net cash from operating activities

3,197,071

4,929,890

Cash flows from investing activities

Purchase of tangible fixed assets

(1,935,986

)

(1,232,443

)

Sale of tangible fixed assets

26,393

26,501

Sale of investment property

-

30,000

Interest received

327,249

221,490

Net cash from investing activities

(1,582,344

)

(954,452

)

Cash flows from financing activities

Equity dividends paid

(338,000

)

(450,000

)

Dividends paid to NCI's

(33,640

)

(45,437

)

Net cash from financing activities

(371,640

)

(495,437

)

Increase in cash and cash equivalents

1,243,087

3,480,001

Cash and cash equivalents at beginning of year

2

14,247,084

10,767,083

Cash and cash equivalents at end of year

2

15,490,171

14,247,084