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Registered number: 13546087 BLACKWATER NURSERY LTD UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
BLACKWATER NURSERY LTD REGISTERED NUMBER:13546087
BALANCE SHEET AS AT 31 OCTOBER 2025
|  | 31 October |  | 31 December
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 4 |  | - |  | 16,410
Tangible assets | 5 |  | - |  | 39,305
|  |  | - |  | 55,715
Current assets |  |  |  |  |
Stocks |  | - |  | 27,438 |
Debtors: amounts falling due within one year | 6 | - |  | 53,184 |
Cash at bank and in hand |  | 6 |  | - |
|  | 6 |  | 80,622 |
Creditors: amounts falling due within one year | 7 | - |  | (66,708) |
Net current assets |  |  | 6 |  | 13,914
Total assets less current liabilities |  |  | 6 |  | 69,629
Creditors: amounts falling due after more than one year | 8 |  | - |  | (102,050)
Net assets/(liabilities) |  |  | 6 |  | (32,421)
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 100 |  | 100
Profit and loss account |  |  | (94) |  | (32,521)
|  |  | 6 |  | (32,421)
Page 1
BLACKWATER NURSERY LTD REGISTERED NUMBER:13546087
BALANCE SHEET (CONTINUED) AS AT 31 OCTOBER 2025 The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 January 2026.
S Hamming
Director
The notes on pages 3 to 11 form part of these financial statements. Page 2
BLACKWATER NURSERY LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
1. | General information
Blackwater Nursery Ltd is a private company, limited by shares, domiciled in England and Wales. The registered office is Passaford Farm, Northmostown, Sidmouth, Devon, United Kingdom, EX10 0NL. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Going concern
The directors have considered the future of the company and have decided to cease trading, transferring all assets and liabilities to its fellow subsidiary company, Primrose Trading Ltd. Therefore, the accounts have been prepared on the break-up basis.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 3
BLACKWATER NURSERY LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.5 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.6 | Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 4
BLACKWATER NURSERY LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.8 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its 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 income and retained earnings over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 5 Years straight line
|  |  |  | Motor vehicles | - | 20% Reducing balance
|  |  |  | Office equipment | - | 5 Years straight line
|  |  |  | Polytunnels | - | 10 Years straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.10 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. Page 5
BLACKWATER NURSERY LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.11 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.12 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.13 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Page 6
BLACKWATER NURSERY LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.13 | Financial instruments (continued)
Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
3. | Employees
The average monthly number of employees, including directors, during the year was 0 (2024 - 4). Page 7
BLACKWATER NURSERY LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
4. | Intangible assets
|  | Computer software | Goodwill | Total
|  | £ | £ | £
| At 1 January 2025 | 15,000 | 55,325 | 70,325
| Disposals | (15,000) | (55,325) | (70,325)
| At 31 October 2025 | - | - | -
| At 1 January 2025 | 11,500 | 42,415 | 53,915
| On disposals | (11,500) | (42,415) | (53,915)
| At 31 October 2025 | - | - | -
| Net book value |  |  |
| At 31 October 2025 | - | - | -
| At 31 December 2024 | 3,500 | 12,910 | 16,410
Page 8
BLACKWATER NURSERY LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
5. | Tangible fixed assets
|  | Plant and machinery | Motor vehicles | Office equipment | Polytunnels | Total
|  | £ | £ | £ | £ | £
| At 1 January 2025 | 7,016 | 3,300 | 2,257 | 51,611 | 64,184
| Disposals | (7,016) | (3,300) | (2,257) | (51,611) | (64,184)
| At 31 October 2025 | - | - | - | - | -
| At 1 January 2025 | 3,658 | 1,188 | 508 | 19,525 | 24,879
| Disposals | (3,658) | (1,188) | (508) | (19,525) | (24,879)
| At 31 October 2025 | - | - | - | - | -
| Net book value |  |  |  |  |
| At 31 October 2025 | - | - | - | - | -
| At 31 December 2024 | 3,358 | 2,112 | 1,749 | 32,086 | 39,305
6. | Debtors
|  |  |  |  | 31 October | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | - | 1,519
| Amounts owed by group undertakings | - | 51,457
| Other debtors | - | 208
|  | - | 53,184
Page 9
BLACKWATER NURSERY LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 31 October | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | - | 10,238
| Other loans | - | 51,816
| Other creditors | - | 1,095
| Accruals and deferred income | - | 3,559
|  | - | 66,708
8. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 31 October | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | - | 102,050
|  | - | 102,050
9. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 31 October | 31 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Other loans | - | 51,816
|  | - | 51,816
| Amounts falling due after more than 5 years |  |
| Other loans | - | 102,050
|  | - | 102,050
|  | - | 153,866
Page 10
BLACKWATER NURSERY LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2025
10. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £Nil (2024: £380). Contributions totalling £Nil (2024: £17) were payable to the fund at the balance sheet date.
11. | Controlling party
Blackwater Nursery Ltd is a wholly owned subsidiary of Diamare Conscious Creations Ltd (13542510). The company is exempt from producing consolidated accounts.
Page 11