REGISTERED NUMBER: 13071069 (England and Wales)

Group Strategic Report, Directors' Report and

Consolidated Financial Statements for the Year Ended 31 December 2025

for

Jadecal Holdings Ltd

Page

Company Information

1

Group Strategic Report

2

Directors' Report

4

Independent Auditors' Report

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Statement of Financial Position

12

Company Statement of Financial Position

14

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Statement of Cash Flows

18

Notes to the Consolidated Statement of Cash Flows

19

Notes to the Consolidated Financial Statements

21

DIRECTORS:

S Ayerst

M Ayerst

REGISTERED OFFICE:

268 Elgar Road South

Reading

Berkshire

RG2 0BT

REGISTERED NUMBER:

13071069 (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 of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

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

The group 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 group during the year ended 31 December 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The group'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 group's operations and to finance the group's operations.

Due to the nature of the financial instruments used by the group there is no exposure to price risk. The group'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 at floating rates of interest. The group makes use of money market facilities when funds are available.

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

£14.59m

£14.71m

Gross margin %

47.28%

46.01%

Turnover growth

(£0.12m

)

£0.12m

Turnover growth %

-1%

1%

ON BEHALF OF THE BOARD:

M Ayerst - Director

11 August 2026

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

DIVIDENDS

During the year the company paid monthly interim dividends which equate to £42.49 per share. The directors recommend that no final dividend be paid.

The total distribution of dividends for the period ended 31st December 2025 will be £615,000.

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

POLITICAL DONATIONS AND EXPENDITURE

The group made charitable donations during the year amounting to £706 (2024: £2,563).

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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;

-	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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group'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

11 August 2026

Opinion

We have audited the financial statements of Jadecal Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 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 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 Group 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 Group 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 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 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 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 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 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 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.

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

14,588,768

14,711,599

Cost of sales

(7,690,859

)

(7,943,455

)

GROSS PROFIT

6,897,909

6,768,144

Distribution costs

(982,429

)

(916,911

)

Administrative expenses

(5,245,526

)

(4,752,943

)

OPERATING PROFIT

4

669,954

1,098,290

Interest payable and similar expenses

5

(177,384

)

(192,811

)

PROFIT BEFORE TAXATION

492,570

905,479

Tax on profit

6

(147,960

)

(170,831

)

PROFIT FOR THE FINANCIAL YEAR

344,610

734,648

Profit attributable to:

Owners of the parent

344,610

734,648

PROFIT FOR THE YEAR

344,610

734,648

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

344,610

734,648

Total comprehensive income attributable to:

Owners of the parent

344,610

734,648

FIXED ASSETS

Intangible assets

9

756,053

901,898

Tangible assets

10

3,237,533

3,203,914

Investments

11

-

-

3,993,586

4,105,812

CURRENT ASSETS

Stocks

12

387,978

429,025

Debtors

13

2,888,640

2,382,127

Cash at bank

479,348

490,335

3,755,966

3,301,487

CREDITORS

Amounts falling due within one year

14

(3,744,357

)

(3,817,735

)

NET CURRENT ASSETS/(LIABILITIES)

11,609

(516,248

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,005,195

3,589,564

CREDITORS

Amounts falling due after more than one year

15

(1,086,645

)

(462,611

)

PROVISIONS FOR LIABILITIES

18

(392,956

)

(330,969

)

NET ASSETS

2,525,594

2,795,984

CAPITAL AND RESERVES

Called up share capital

19

14,473

14,473

Other reserves

20

3,908,989

3,908,989

Retained earnings

20

(1,397,868

)

(1,127,478

)

SHAREHOLDERS' FUNDS

2,525,594

2,795,984

The financial statements were approved by the Board of Directors and authorised for issue on 11 August 2026 and were signed on its behalf by:

M Ayerst - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

2,808,105

2,808,105

2,808,105

2,808,105

CURRENT ASSETS

Debtors

13

91,738

62,519

Cash at bank

22,479

37,676

114,217

100,195

CREDITORS

Amounts falling due within one year

14

(53,780

)

(53,673

)

NET CURRENT ASSETS

60,437

46,522

TOTAL ASSETS LESS CURRENT LIABILITIES

2,868,542

2,854,627

CREDITORS

Amounts falling due after more than one year

15

(2,793,632

)

(2,793,632

)

NET ASSETS

74,910

60,995

CAPITAL AND RESERVES

Called up share capital

19

14,473

14,473

Retained earnings

20

60,437

46,522

SHAREHOLDERS' FUNDS

74,910

60,995

Company's profit for the financial year

628,915

941,319

The financial statements were approved by the Board of Directors and authorised for issue on 11 August 2026 and were signed on its behalf by:

S Ayerst - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2024

14,473

(927,126

)

3,908,989

2,996,336

Changes in equity

Dividends

-

(935,000

)

-

(935,000

)

Total comprehensive income

-

734,648

-

734,648

Balance at 31 December 2024

14,473

(1,127,478

)

3,908,989

2,795,984

Changes in equity

Dividends

-

(615,000

)

-

(615,000

)

Total comprehensive income

-

344,610

-

344,610

Balance at 31 December 2025

14,473

(1,397,868

)

3,908,989

2,525,594

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

14,473

40,203

54,676

Changes in equity

Dividends

-

(935,000

)

(935,000

)

Total comprehensive income

-

941,319

941,319

Balance at 31 December 2024

14,473

46,522

60,995

Changes in equity

Dividends

-

(615,000

)

(615,000

)

Total comprehensive income

-

628,915

628,915

Balance at 31 December 2025

14,473

60,437

74,910

Cash flows from operating activities

Cash generated from operations

1

955,603

1,580,804

Interest paid

(9,744

)

(4,431

)

Interest element of hire purchase payments paid

(167,640

)

(188,380

)

Tax paid

(278,709

)

(87,485

)

Net cash from operating activities

499,510

1,300,508

Cash flows from investing activities

Purchase of intangible fixed assets

-

(69,990

)

Purchase of tangible fixed assets

(939,139

)

(111,849

)

Sale of tangible fixed assets

88,000

12,500

Net cash from investing activities

(851,139

)

(169,339

)

Cash flows from financing activities

New loans in year

1,079,569

69,990

Loan repayments in year

(293,107

)

(232,833

)

Invoice discounting finance

341,681

303,091

Capital repayments in year

(172,501

)

(258,665

)

Equity dividends paid

(615,000

)

(935,000

)

Net cash from financing activities

340,642

(1,053,417

)

(Decrease)/increase in cash and cash equivalents

(10,987

)

77,752

Cash and cash equivalents at beginning of year

2

490,335

412,583

Cash and cash equivalents at end of year

2

479,348

490,335

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

2025

2024

£

£

Profit before taxation

492,570

905,479

Depreciation charges

577,809

538,501

Loss on disposal of fixed assets

385,556

6,036

Finance costs

177,384

192,811

1,633,319

1,642,827

Decrease in stocks

41,047

67,191

Increase in trade and other debtors

(506,513

)

(320,315

)

(Decrease)/increase in trade and other creditors

(212,250

)

191,101

Cash generated from operations

955,603

1,580,804

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

479,348

490,335

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

490,335

412,583

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank

490,335

(10,987

)

479,348

490,335

(10,987

)

479,348

Debt

Finance leases

(600,224

)

(407,068

)

(1,007,292

)

Debts falling due within 1 year

(1,322,470

)

(286,265

)

(1,608,735

)

Debts falling due after 1 year

(137,690

)

(262,310

)

(400,000

)

(2,060,384

)

(955,643

)

(3,016,027

)

Total

(1,570,049

)

(966,630

)

(2,536,679

)

1.	STATUTORY INFORMATION

Jadecal Holdings Ltd 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 General 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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Critical accounting judgements and key sources of estimation uncertainty

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.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of ten years.

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

-

15% on cost and 10% on cost

Plant and machinery

-

10% on reducing balance and 10% on cost

Fixtures and fittings

-

25% on cost and 5% on reducing balance

Motor vehicles

-

15% on reducing balance

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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 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.