REGISTERED NUMBER: 01229842 (England and Wales)

Strategic Report, Directors' Report and

Financial Statements for the Year Ended 31 December 2025

for

Vinyl Graphics Limited

Page

Company Information

1

Strategic Report

2

Directors' Report

4

Independent Auditors' Report

6

Statement of Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

13

Statement of Cash Flows

14

Notes to the Statement of Cash Flows

15

Notes to the Financial Statements

17

DIRECTORS:

S Ayerst

M Ayerst

R Dadd

M Elen

D Field

SECRETARY:

G Makepeace

REGISTERED OFFICE:

268 Elgar Road South

Reading

Berkshire

RG2 0BT

REGISTERED NUMBER:

01229842 (England and Wales)

SENIOR STATUTORY AUDITOR:

Iain McMurray BSc (Hons) FCA

AUDITORS:

Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

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

REVIEW OF BUSINESS

The principal activity of the company is that of the production & application of self-adhesive vinyl and digital graphics.

The company continues to set itself the goal to provide a high standard of product and service through the continued investment in the best technology and people.

The directors are satisfied with the results and performance of the company during the year ended 31 December 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's principal financial instruments comprise bank balances, trade creditors, trade debtors, loans to the company and finance lease agreements. The main purpose of these instruments is to raise funds for the company's operations and to finance the company's operations.

Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to the financial instruments concerned is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts.

In respect of the loan from the parent company the interest rate and the monthly repayments are fixed. The company manages the liquidity risk by ensuring there are sufficient funds to meet the payments.

The company is a lessee in respect of finance-leased assets. The liquidity risk in respect of these is managed in the same way as the loan above.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

BUSINESS RISKS

The company mitigates its business risks by employing high quality staff in all key areas of the business. Along with continued investment in technology the group is confident of dealing with and overcoming any risks as they arise.

FUTURE DEVELOPMENTS

The graphics industry continues to provide plenty of opportunities for continued growth. The directors remain confident that the group will maintain its position in the market by investing in the latest technology in order to maintain both a quality product and service.

RESEARCH AND DEVELOPMENT

The company continue to invest in research and development to bring new products to the market. The graphics industry is an evolving market so investing in new products and innovation is important.

KEY PERFORMANCE INDICATORS

The company tracks its performance using a series of financial and non-financial key performance indicators (KPIs). Non-financial KPIs monitor health and safety, people and happiness scores, and client satisfaction. Our financial KPIs include, but are not limited to, those listed below:

2025

2024

Turnover

£9.94m

£9.63m

Gross margin %

46%

43%

Turnover growth

£0.31m

(£0.13m

)

Turnover growth %

3.2%

-1%

ON BEHALF OF THE BOARD:

M Ayerst - Director

19 August 2026

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

DIVIDENDS

No interim dividend was paid during the year. The directors recommend a final dividend of £1.38188 per share.

The total distribution of dividends for the year ended 31 December 2025 will be £ 80,000 .

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 January 2025 to the date of this report.

S Ayerst

M Ayerst

R Dadd

M Elen

D Field

DONATIONS

During the year the Company made charitable donations of £706 (2024: £2,563), principally to local charities and businesses.

DISCLOSURE IN THE STRATEGIC REPORT

The company has prepared a Strategic Report in accordance with section 414C(11) of the Companies Act 2006 and (Strategic Report and Directors' Report) Regulations 2013.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Thickbroom Coventry, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Ayerst - Director

19 August 2026

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 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 Directors' Report, but does not include the financial statements and our Auditors' Report 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 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 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 pages four and five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.

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

We obtained an understanding of the legal and regulatory framework applicable to the company and the sector in which the operate. We determined that the following laws and regulations were most significant; the Companies Act 2006 and UK corporate taxation laws.

We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management. We corroborated our inquiries through our review of board minutes and papers provided by those charged with governance.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team include:

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

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

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

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

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

We have reviewed the financial statements and considered whether they are consistent with our understanding of the entity or indicate a previously unrecognised risk of material misstatement that could be due to fraud.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulation that are not closely related to events and transactions reflected in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detection one resulting from an error, as fraud may involve deliberate concealment, by for example, forgery or intentional misrepresentation, or through collusion.

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 Auditors' Report.

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 Auditors' 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.

Iain McMurray BSc (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

19 August 2026

TURNOVER

3

9,944,224

9,632,614

Cost of sales

(5,329,434

)

(5,516,235

)

GROSS PROFIT

4,614,790

4,116,379

Distribution costs

(965,543

)

(908,925

)

Administrative expenses

(3,414,803

)

(2,784,678

)

OPERATING PROFIT

6

234,444

422,776

Interest payable and similar expenses

7

(167,640

)

(188,380

)

PROFIT BEFORE TAXATION

66,804

234,396

Tax on profit

8

(22,987

)

(30,758

)

PROFIT FOR THE FINANCIAL YEAR

43,817

203,638

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

43,817

203,638

FIXED ASSETS

Intangible assets

10

61,824

68,823

Tangible assets

11

2,572,002

2,645,262

Investments

12

10,000

10,000

2,643,826

2,724,085

CURRENT ASSETS

Stocks

13

205,734

208,561

Debtors

14

5,008,861

5,099,242

Cash at bank

297,550

4,139

5,512,145

5,311,942

CREDITORS

Amounts falling due within one year

15

(3,797,618

)

(3,083,073

)

NET CURRENT ASSETS

1,714,527

2,228,869

TOTAL ASSETS LESS CURRENT LIABILITIES

4,358,353

4,952,954

CREDITORS

Amounts falling due after more than one year

16

(860,605

)

(1,442,009

)

PROVISIONS FOR LIABILITIES

19

(268,852

)

(245,866

)

NET ASSETS

3,228,896

3,265,079

CAPITAL AND RESERVES

Called up share capital

20

14,473

14,473

Capital redemption reserve

21

3,027

3,027

Retained earnings

21

3,211,396

3,247,579

SHAREHOLDERS' FUNDS

3,228,896

3,265,079

The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2026 and were signed on its behalf by:

M Ayerst - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

14,473

3,283,941

3,027

3,301,441

Changes in equity

Dividends

-

(240,000

)

-

(240,000

)

Total comprehensive income

-

203,638

-

203,638

Balance at 31 December 2024

14,473

3,247,579

3,027

3,265,079

Changes in equity

Dividends

-

(80,000

)

-

(80,000

)

Total comprehensive income

-

43,817

-

43,817

Balance at 31 December 2025

14,473

3,211,396

3,027

3,228,896

Cash flows from operating activities

Cash generated from operations

1

370,396

628,348

Interest element of hire purchase payments paid

(167,640

)

(188,380

)

Tax paid

-

4,149

Net cash from operating activities

202,756

444,117

Cash flows from investing activities

Purchase of intangible fixed assets

-

(69,990

)

Purchase of tangible fixed assets

(692,601

)

(2,146

)

Sale of tangible fixed assets

75,999

12,500

Net cash from investing activities

(616,602

)

(59,636

)

Cash flows from financing activities

New loans in year

1,079,569

69,990

Loan repayments in year

(293,106

)

(232,832

)

Capital repayments in year

(340,887

)

(274,932

)

Movement on invoice discounting

341,681

303,091

Equity dividends paid

(80,000

)

(240,000

)

Net cash from financing activities

707,257

(374,683

)

Increase in cash and cash equivalents

293,411

9,798

Cash and cash equivalents at beginning of year

2

4,139

(5,659

)

Cash and cash equivalents at end of year

2

297,550

4,139

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

2025

2024

£

£

Profit before taxation

66,804

234,396

Depreciation charges

306,828

272,766

Loss on disposal of fixed assets

390,033

5,571

Finance costs

167,640

188,380

931,305

701,113

Decrease in stocks

2,827

31,135

Increase in trade and other debtors

(455,272

)

(261,784

)

(Decrease)/increase in trade and other creditors

(108,464

)

157,884

Cash generated from operations

370,396

628,348

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

297,550

4,139

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

4,139

-

Bank overdrafts

-

(5,659

)

4,139

(5,659

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank

4,139

293,411

297,550

4,139

293,411

297,550

Debt

Finance leases

(478,994

)

(238,682

)

(717,676

)

Debts falling due within 1 year

(1,322,470

)

(286,265

)

(1,608,735

)

Debts falling due after 1 year

(1,193,058

)

793,058

(400,000

)

(2,994,522

)

268,111

(2,726,411

)

Total

(2,990,383

)

561,522

(2,428,861

)

1.	STATUTORY INFORMATION

Vinyl Graphics 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.

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.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates. These are estimates and therefore are likely to differ from the actual results. The items in the financial statements where these judgements and estimates have been made include:

Tangible and intangible assets

Fixtures and fittings, plant and machinery and motor vehicles are depreciated based on their useful lives. Depreciation on tangible assets is recognised on a reducing balance basis over their estimated useful lives. Computer software is amortised based on their useful lives. Amortisation on intangible assets is recognised on a straight-line basis over their estimated useful lives. The company estimates useful lives based on various factors, including technological obsolescence and the expected usage of the asset. The useful life of these assets are regularly reviewed for signs of impairment. Where an impairment is identified, the asset value is impaired, with a charge to the profit and loss account.

The company assesses tangible fixed assets where there are indications that the assets could be impaired. Indicators of impairment include factors both inside and outside the organisation, which give indication of a reduction in value. Where there are indicators of a reduction in the carrying value of the asset, the company estimates the recoverable amount of the cash generating unit to which the asset belongs.

Work in progress

The directors assess the costs incurred in respect of ongoing jobs. Where costs have been incurred and time has been spent on a job which has yet to be billed at the balance sheet date, accrued work in progress is included in revenue based on underlying costs incurred and stage of completion.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

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

Short leasehold

-

10% on cost

Plant and machinery

-

10% on reducing balance

Fixtures and fittings

-

5% on reducing balance

Motor vehicles

-

15% on reducing balance

Tangible fixed assets are initially measured at cost. After initial recognition, tangible fixed assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company's principal financial instruments comprise bank balances, trade creditors, trade debtors, loans to the company and finance lease agreements. The main purpose of these instruments is to raise funds for the company's operations and to finance the company's operations.

Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to the financial instruments concerned is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts.

In respect of the loan from the parent company the interest rate and the monthly repayments are fixed. The company manages the liquidity risk by ensuring there are sufficient funds to meet the payments.

The company is a lessee in respect of finance-leased assets. The liquidity risk in respect of these is managed in the same way as the loan above.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

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.

Cash and cash equivalents

Cash and cash equivalents consist of cash in hand and at bank, short term bank deposits with original maturity of three months or less and bank overdrafts which are an integral part of the company's cash management.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

9,876,744

9,528,653

Europe

66,888

87,594

Rest of world

592

16,367

9,944,224

9,632,614

Revenue from the sale of goods is recognised on dispatch, when control and the significant risks and rewards of ownership pass to the customer.

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,363,844

2,398,149

Social security costs

290,250

254,442

Other pension costs

265,268

242,301

2,919,362

2,894,892

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

2025

2024

Production

39

46

Distribution

7

6

Administrative

14

14

60

66

5.	DIRECTORS' EMOLUMENTS

2025

2024

£

£

Directors' remuneration

369,140

266,267

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

Money purchase schemes

3

3

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

182,694

99,225

During the year directors received benefits in kind amounting to £45,814 (2024: £41,412).