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Registered number: 08169496
BLACKLINE SAFETY EUROPE LTD
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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BLACKLINE SAFETY EUROPE LTD
COMPANY INFORMATION
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Chartered Accountants and Statutory Auditor
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BLACKLINE SAFETY EUROPE LTD
CONTENTS
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Independent Auditor's Report
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Statement of Profit or Loss and Other Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the financial statements
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BLACKLINE SAFETY EUROPE LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
The Directors present the Strategic Report, as an integral part of the financial statements of Blackline Safety Europe Ltd ("the Company") for the year ended 31 October 2025 including an assessment of the risks impacting the Company.
The Company is a subsidiary of Blackline Safety Corp., which together with its fellow subsidiaries is referred to as "the Group".
The principal activity of the Company during the year continued to be that of selling products and services that empower businesses with real time safety insights to manage emergency responses, evacuations and gas detection compliance programs.
In the fiscal year 2025, the Company continued to sell products produced by its parent company, Blackline Safety Corp. which are produced in Calgary, Canada. Blackline Safety Corp. conducts all manufacturing, procurement, and a number of head office functions including executive management, finance, product management and sales and marketing services, which support the Company. Blackline Safety Europe Ltd. operates as a limited-risk distributor, and employs sales, marketing, sales engineers and accounting support personnel.
In the fiscal year 2025, while the product mix and available offerings of the Company did change in alignment with Blackline Safety Corp’s product offerings, there were no significant changes to the distribution channels or practices of the Company from previous years.
Financial risk management, principal risks and uncertainties
The Directors of the Company review and agree policies for managing its risk exposure. The Directors review and anticipate possible events or circumstances that might threaten the entity’s future performance, solvency, or liquidity, or result in significant value erosion. The primary objectives of the financial risk management function are to establish appropriate risk limits and then ensure that exposure to risks stays within these limits.
The Company has exposure to the following risks:
Foreign exchange risk
The Company has transactions and balances with its parent company and is exposed to foreign exchange risk arising from currency exposures including Canadian dollar (“CAD”), U.S. dollar ("USD") and Euro ("EUR"). Foreign exchange risk arises from commercial transactions and recognised assets and liabilities. More information is disclosed in Note 17 to the financial statements.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company mitigates liquidity risk through cashflow management policies and by relying on financial support from its parent company. More information is disclosed in Note 17 to the financial statements.
Credit risk
Credit risk arises from cash and cash equivalents as well as credit exposure to customers, including outstanding trade receivables. Credit risk is managed consistently across the Company. More information is disclosed in Note 17 to the financial statements.
Supply Chain Disruption & Trade Tariffs
The Company is reliant upon its parent company for products, components or services. Potential supply chain disruptions for the parent company could result in cascading interruptions to supply for the Company. Furthermore, trade tariffs may result in costs to the underlying products acquired from the Blackline Safety Corp..
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BLACKLINE SAFETY EUROPE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
Financial risk management, principal risks and uncertainties (continued)
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Competition
The Company is in a highly competitive industry that is constantly evolving and changing. We expect this competition to increase as new competitors enter the market. Many of our competitors have greater financial, technical, sales, production and marketing resources. The Company competes with companies that also have established customer bases and greater name recognition. This may allow competitors to respond more quickly and better implement technological developments. There is no assurance that we will be able to compete on the same scale as these companies. Such competition may result in reduced sales, reduced margins or increased operating expenses.
Geopolitical Risks
Company growth and profitability are somewhat dependent on Europe and other international markets which may expose the Company to increased complexities from operating in multiple markets. This expansion will require significant management attention and financial resources and could adversely affect the Company's operating margins.
Technology Risk
The Company's success depends in part on our ability to deliver products that keep pace with the continuing changes in technology, artificial intelligence (AI) applications to support operations, evolving industry standards and changing customer and end-user preferences and requirements. The Company relies on Blackline Safety Corp. to address the continuing need of changes in technology. Failure of Blackline Safety Corp. to align its products with current technological trends and standards could impact the Company revenues and long-term viability.
Third-Party Dependence
Many of the Company products rely on signals from satellites and other ground support systems or applications that are not owned or operated by the Company. Such applications are complex and subject to electronic, mechanical or software failures and possible sabotage. Interference with these systems could have a material adverse effect on the Company's ability to serve its customers. Some of the products depend on satellite signals and on terrestrial communication bands. Changes in the permitted usage of these bands and signals may impact the Company's ability to serve its customers.
Financial key performance indicators
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The Company reports gross profit, operating profit, and profit before tax as its core key performance indicators. These are shown below:
The Company intends to continue its distribution activities in the market it currently serves. As new products become available from Blackline Safety Corp, the Company intends to augment its existing product offerings and market these products to existing customers, and beyond. Growth of the Company may be realised by increased depth of sales to existing customers, new customers in existing markets, and expansion to new markets where opportunities arise.
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BLACKLINE SAFETY EUROPE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
This report was approved by the board on 30 July 2026 and signed on its behalf.
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C Curry
Director
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BLACKLINE SAFETY EUROPE LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
The Directors present their report and the financial statements for the year ended 31 October 2025.
Directors' responsibilities statement
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The Directors are responsible for preparing the Strategic Report, 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 they have elected to prepare the financial statements in accordance with UK-adopted International Accounting Standards (IFRS) in conformity with the requirements of the Companies Act 2006.
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 the financial statements, the Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and estimates that are reasonable and prudent;
∙state whether UK-adopted International Accounting Standards (IFRS) in conformity with the requirements of the Companies Act 2006, have been followed subject to any material departures disclosed and explained in the financial statements;
∙provide additional disclosures when compliance with specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and performance; and
∙prepare the financial statements on a 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 responsible for safeguarding the assets of the Company, and hence, for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The principal activity of the Company in the year under review was that of selling connected safety devices and cloud-connected services that empower businesses with real-time safety insights to manage emergency responses, evacuations and gas detection compliance programs.
The profit for the year, after taxation, amounted to £174,334 (2024 - £198,921).
The Company did not pay any dividends during the year (2024 - £Nil).
The Directors who served during the year were and up to the date of signing, were as follows:
R Kooyman (resigned 23 January 2026)
C Slater
J Mullane
C Curry (appointed 23 January 2026)
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BLACKLINE SAFETY EUROPE LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
Qualifying third party indemnity provisions
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The Directors confirm that the Company has Directors' and Officers' Insurance which was in place during the financial year and at the date of this report.
Economic impact of global events
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UK businesses are currently facing many uncertainties such as the consequences of environmental sustainability and geopolitical events. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
The Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. As at the date of this report, the Directors have a reasonable expectation that the Company will maintain adequate solvency and liquidity to continue in business for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The financial statements of the Company have been prepared in accordance with UK-adopted international accounting standards. This assumes that the Company will be able to realise its assets and discharge its liabilities in the normal course of operations.
The Company has reported a profit for the year ended 31 October 2025 of £174,334 (2024 - £198,921) and as at this date had retained losses of £4,241,517 (2024 - £4,415,851).
The Company is wholly reliant on financial support from its parent company, Blackline Safety Corp., a company incorporated and based in the province of Alberta in Canada.
The parent company has confirmed its willingness to support the financial requirements of the Company for a period of at least one year from the date of approval of these financial statements.
The parent company's financial statements for the year ended 31 October 2025 were prepared on a going concern basis and audited by PricewaterhouseCoopers LLP, Chartered Professional Accountants.
Matters covered in the Strategic Report
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As permitted by Paragraph 1A of Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report. These matters relate to the financial risk management, principal risks and uncertainties and future developments.
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BLACKLINE SAFETY EUROPE LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
On 30 June 2026, the Company’s ultimate parent company, Blackline Safety Corp. was acquired by Apollo Intermediate Inc. Consequently, Blackline Safety Corp. was delisted from the Toronto Stock Exchange.
This event relates to a change in ownership structure at the ultimate parent company level and does not provide evidence of conditions that existed at the reporting date in the Company.
The Directors have assessed the impact of this event on Blackline Safety Europe Limited and concluded that there is no material impact on the carrying amounts of assets and liabilities at the reporting date.
Disclosure of information to the Auditor
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Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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C Curry
Director
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BLACKLINE SAFETY EUROPE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLACKLINE SAFETY EUROPE LTD
We have audited the financial statements of Blackline Safety Europe Ltd for the year ended 31 October 2025 which comprise the Statement of Profit or Loss and Other comprehensive income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 October 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with UK-adopted international accounting standards; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 “Auditor’s 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
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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.
The other information comprises the information included in the annual report, other than the financial statements and our Auditor's report thereon. The Directors are responsible for the other information contained within the annual report. 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.
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 course of 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.
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BLACKLINE SAFETY EUROPE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLACKLINE SAFETY EUROPE LTD (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and Directors' report has 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 and Directors' report.
We have nothing to report in respect of the following matters in relation to which 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 Directors’ responsibilities statement set out on page 4, 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 is 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.
Auditor's 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 Auditor's 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 the financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
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BLACKLINE SAFETY EUROPE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLACKLINE SAFETY EUROPE LTD (CONTINUED)
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which are contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
In addition, we evaluated the Directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s 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. 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 Auditor's 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.
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BLACKLINE SAFETY EUROPE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLACKLINE SAFETY EUROPE LTD (CONTINUED)
Andrew Hickson (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
6 Dominus Way
Meridian Business Park
Leicester
LE19 1RP
31 July 2026
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BLACKLINE SAFETY EUROPE LTD
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2025
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Total comprehensive income
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The above results were derived from continuing operations.
The notes on pages 16 to 40 form part of these financial statements.
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BLACKLINE SAFETY EUROPE LTD
REGISTERED NUMBER: 08169496
STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2025
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Property, plant and equipment
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Trade and other receivables
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Trade and other receivables
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Cash and cash equivalents
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Issued capital and reserves
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BLACKLINE SAFETY EUROPE LTD
REGISTERED NUMBER: 08169496
STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2025
The financial statements on pages 11 to 40 were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
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C Curry
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The notes on pages 16 to 40 form part of these financial statements.
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BLACKLINE SAFETY EUROPE LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2025
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Total comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 16 to 40 form part of these financial statements.
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BLACKLINE SAFETY EUROPE LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2025
Cash flows from operating activities
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Depreciation of property, plant and equipment
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(Gain)/loss on sale of property, plant and equipment
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PPE transfers to inventory
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Net unrealised foreign exchange
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Movements in working capital:
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Decrease/(increase) in trade and other receivables
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(Increase)/decrease in inventories
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(Decrease)/increase in trade and other payables
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Net cash (used in)/from operating activities
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Cash flows from investing activities
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Purchases of property, plant and equipment
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Net cash used in investing activities
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Cash flows from financing activities
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Payment of lease liabilities
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 16 to 40 form part of these financial statements.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
Blackline Safety Europe Ltd is a private company, limited by shares and incorporated in England. The Company's registered number is 08169496. The address of its registered office is 12 De Grey Square, De Grey Road, Colchester, Essex, England, CO4 5YQ.
The principal activity of the Company during the year continued to be that of selling products and services that empower businesses with real time safety insights to manage emergency responses, evacuations and gas detection compliance programs.
The financial statements have been presented in Pounds Sterling (£) as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest pound.
2.Material accounting policies
These financial statements have been prepared in accordance with UK-adopted International Accounting Standards (IFRS) in conformity with the requirements of the Companies Act 2006. The financial statements have been prepared under the historical cost convention.
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
New and amended standards adopted by the Company
There are a number of standards, amendments to standards and interpretations which have been issued by the IASB that are effective in future accounting periods.
The following are amendments that the Company has decided not to adopt early:
∙IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures (Amendment): Classification and Measurement of Financial Instruments (effective 1 January 2026)
∙IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027)
∙IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)
∙Annual improvements Vol 11 (effective 1 January 2026) on:
- IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7 - IFRS 9 Financial Instruments
- IAS 7 Statement of Cash Flows
The Directors do not expect that adoption will have any material effect on the financial statements.
The Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. As at the date of this report, the Directors have a reasonable expectation that the Company will maintain adequate solvency and liquidity to continue in business for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The financial statements of the Company have been prepared in accordance with UK-adopted International Accounting Standards. This assumes that the Company will be able to realise its assets and discharge its liabilities in the normal course of operations.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Material accounting policies (continued)
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Going concern (continued)
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The Company has reported a profit for the year ended 31 October 2025 of £174,334 (2024 - £198,921) and as at this date had retained losses of £4,241,517 (2024 - £4,415,851).
The Company is wholly reliant on financial support from its parent company, Blackline Safety Corp., a company incorporated and based in the province of Alberta in Canada.
The parent company has confirmed its willingness to support the financial requirements of the Company for a period of at least one year from the date of approval of these financial statements.
The parent company's financial statements for the year ended 31 October 2025 were prepared on a going concern basis and audited by PricewaterhouseCoopers LLP, Chartered Professional Accountants.
Revenue is recognised for the Company's business activities using the methods outlined below:
i) Product revenue
The Company sells a range of safety monitoring products. Revenue from the sale of hardware devices is recognised when control of the products has been transferred, this being when the products are shipped to the customer and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery occurs when the products have been shipped to the customer's location, and the risks of loss have been transferred to the customer, the price to the customer is fixed or determinable and collectability is reasonably assured.
Payment of the transaction price is due upon the product being shipped to the customer in accordance with the agreed credit terms.
ii) Service revenues
The Company provides monitoring and supporting services for its range of safety products. Revenues for safety monitoring and supporting services are recognised over the term of the contracted services period with amounts prepaid by customers accounted for as deferred revenue. Payment of the transaction price is due from the customer in accordance with the agreed credit terms.
iii) Bundled product and servicing arrangements
The Company offers certain arrangements whereby a customer can purchase products and services together.
Where such bundled arrangements exist, the amount of the transaction price allocated to each performance obligation is based upon the relative stand-alone selling prices of each distinct product or service in the contract. The best evidence of a stand-alone selling price is the observable price of a product or service when the Company sells that product or service separately in similar circumstances and to similar customers.
When a stand-alone selling price is not directly observable, the Company estimates using the residual approach method to determine a value that most reasonably reflects the selling price that might be achieved in a stand-alone contract with a customer. This method is applied consistently to similar arrangements. Consideration is given to all reasonable available information and suitable methods.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Material accounting policies (continued)
Any discounts identified as part of a bundled arrangement are proportionately allocated across all distinct performance obligations in the contract, based on their relative stand-alone selling prices.
iv) Lease revenues
The Company offers its safety products and monitoring services through its lease program. The Company offers four-year lease contracts which is accounted for as a finance lease. Product revenue is recognised upon initial inception of the lease in accordance with the manufacturer or dealer lessor's specific guidance under IFRS 16, at the lesser of the fair value of the underlying asset, or the present value of the lease payments accruing to the Company which are discounted using a market rate of interest. Service revenue is recognised on a straight-line basis over the term of the lease. Interest income is recognised over the term of the applicable leases based on the effective interest rate method.
Customers are generally invoiced on a monthly basis and consideration is payable when invoiced in accordance with the agreed credit terms in each lease contract.
v) Rental revenue
The Company offers its safety products and services through various term rental options. Revenues from the rental of modular cartridge options are recognised over the term of the contracted service period with amounts prepaid by customers accounted for as deferred revenue. Payment of the transaction price is due from the customer in accordance with the agreed credit terms.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
A provision is recognised for expected warranty claims on products sold during the year, based on previous levels of repairs and returns. Assumptions used to calculate the provision are based on current sales levels and information available about returns based on the warranty period for all products sold.
(i) The Company as a lessor
When the Company acts as a lessor for the leases of certain of its safety monitoring equipment to customers through the lease program, it determines at the inception of each lease whether it is a finance lease or an operating lease. The classification is dependent on whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset; if this is the case, then the lease is a finance lease. The Company’s operating lease payments received are recognised in service lease revenue on the Statement of Profit or Loss. Assets subject to finance leases are initially recognised at an amount equal to the net investment in the lease and are included in current and non-current other receivables on the Statement of Financial Position.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Material accounting policies (continued)
(ii) The Company as a lessee
On the date that the leased asset becomes available for use, the Company recognises a right-of-use (“ROU”) asset and a corresponding lease obligation. Interest expense associated with the lease obligation is charged to the Statement of Profit or Loss over the duration of the lease. The lease obligation is reduced as payments are made against the principal portion of the lease. The ROU asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Depreciation of the ROU asset is recognised in the depreciation expense.
ROU assets and lease obligations are initially measured on a present value basis. Lease obligations are measured as the net present value of the lease payments which may include fixed lease payments, variable lease payments that are based on an index or a rate, and expected payments to exercise an extension or termination option, if the Company is reasonably certain to exercise either of those options.
ROU assets are measured at cost, which is composed of the amount of the initial measurement of the lease obligation, less any incentives received, plus any lease payments made at, or before, the commencement date and initial direct costs and asset restoration costs, if any. The Company’s incremental borrowing rate is used to determine the present value of the liability and ROU asset arising from a lease if the implicit rate is not readily available.
The Company applies the IFRS 16 practical expedient whereby short-term leases and leases of low value assets are not recognised on the Statement of Financial Position and lease payments are instead recognised in the Statement of Profit or Loss as incurred.
The Company's functional currency is the pound sterling. Transactions in foreign currencies are translated to sterling at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to sterling at the period end exchange rate. Non-monetary items, such as inventory are translated to sterling at the rate of exchange in effect when the transactions occur. Foreign exchange gains and losses are recognised in the Statement of Profit or Loss.
In accordance with legislative requirements the Company operates a defined contribution pension scheme under the auto enrolment regime. Contributions payable to the pension scheme are charged to the Statement of Profit or Loss in the period to which they relate.
The Company operates two equity settled, stock based compensation plans, under which the Company grants equity instruments of the parent company Blackline Safety Corp. (options and common stock) as consideration for services provided by employees and Directors of the Company.
i) Stock option plan
Under the Company's stock option plan, options relating to the parent company Blackline Safety Corp. can be granted to officers, employees and contractors. The exercise price of options is determined by current market price, meaning the volume weighted average trading price of the common shares on the TSX for the five trading days immediately preceding the date of the grant of options. Vesting is provided at the discretion of the parent Board and the expiration of options is to be no greater than 5 years from the date of grant.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Material accounting policies (continued)
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Employee benefit costs (continued)
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The Company recognises the value of stock options awarded to employees and non-employees in the financial statements based on the estimated fair value at the date of grant. The Company calculates the value of stock options issued using the Black-Scholes option pricing model with consideration of factors specific to the Company. Each tranche in an award is considered a separate award with its own vesting year and grant date fair value. Stock-based compensation expense is recognised over the tranche’s vesting period, with a corresponding increase to contributed surplus based on the number of awards expected to vest.
ii) Employee Share Ownership Plan
Under the Employee Share Ownership Plan (the "ESOP") employees can contribute up to 10% of their salary to purchase shares of the parent company Blackline Safety Corp. with the Company matching 50%.
The employer portion of the ESOP has a one year vesting period during the first year of an employee's contributions, six month vesting period during the second year of an employee's contributions and immediately vest during the third and later years of the employee's contributions.
The Company records the employer portion of the ESOP as an expense in the Statement of Profit or Loss.
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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Property, plant and equipment
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Property, plant and equipment 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.
The Company offers its connected safety products and monitoring services through its lease program.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Material accounting policies (continued)
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Property, plant and equipment (continued)
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The Company accounts for certain of these as operating leases within the meaning of IFRS 16 Leases and are separately accounted for within property, plant and equipment. The cartridge asset category represents the modular cartridge options, including gas sensors, used in the Company’s principal safety product devices.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided using the straight-line method on the following annual basis:
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 the Statement of Profit or Loss.
Inventories 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, which is updated regularly to reflect current conditions and approximate cost.
The cost of finished goods inventory comprises of raw materials, direct labour, other direct costs and related production overhead expenditures, the latter being allocated on the basis of normal operating capacity.
At each balance sheet date, inventories are assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Profit or Loss.
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Financial instruments and risk management
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A financial instrument is any contract that leads to both a financial asset in one entity and a financial liability or equity instrument in another entity.
In order for a financial instrument to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial instruments with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Material accounting policies (continued)
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Financial instruments and risk management (continued)
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Financial assets
All the financial assets are measured at amortised cost. They are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in the Statement of Profit or Loss when the asset is derecognised, modified or impaired.
The Company’s financial assets at amortised cost includes cash and cash equivalents, trade and other receivables, lease receivables and amounts owed by group undertakings.
Impairment
The Company recognises a loss allowance for expected credit losses on trade receivables, lease receivables and amounts owed by group undertakings, based on the Company's historic credit loss experience. While cash and cash equivalents are classified and measured at amortised cost, and are also subject to these impairment requirements they are considered to have low credit risk, and the expected credit loss is mitigated through the Company's’ credit risk management policy.
The Company assesses on both a forward looking and historical basis the expected credit loss "ECL" associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
The ECL is a probability - weighted estimate of credit losses. Credit losses are measured as the present value of all shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Expected credit loss allowances are measured on either of the following bases:
• 12 month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and
• Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.
The Company considers that there is evidence of impairment if any of the following indicators are present:
• significant financial difficulties of the debtor;
• probability that the debtor will enter bankruptcy or financial reorganization; and
• default or delinquency in payments.
The carrying amount is reduced directly by the impairment loss.
For trade and lease receivables, the Company applies the simplified approach, which requires lifetime ECLs to be recognised from initial recognition of the receivables. The ECL on trade and lease receivables are estimated using a provision matrix with reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtor, general economic conditions of the industry in which the debtor operates and an assessment of both the current as well as the forecast direction of conditions at the reporting date such as inflation and GDP growth.
Derecognition
The Company derecognises the financial asset when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Material accounting policies (continued)
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Financial instruments and risk management (continued)
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Financial assets are also derecognised when the Company has no reasonable expectation of recovering the financial asset. Indicators of where there is no reasonable expectation of recovery include indicators of a customer’s inability to pay or losses arising in relation to contract disputes.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in the Statement of Profit or Loss.
Financial liabilities
All the financial liabilities held by the Company are measured at amortised cost and are subsequently measured using the effective interest method.
If payment of the amounts is expected in one year or less they are classified as current liabilities. If not, they are presented as non-current liabilities.
The Company’s accounts payable and accrued liabilities are all classified as current. Contract liabilities are presented as current liabilities unless payment is not due within 12 months after the reporting period.
Derecognition
A financial liability is derecognised only when the contractual obligation is extinguished, that is, when the obligation is discharged, cancelled or expires.
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Cash and cash equivalents
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For the purpose of presentation in the Statement of Cashflows, cash and cash equivalents include cash in hand and other short-term highly liquid investments with maturities at purchase of three months or less that are held to settle liabilities. Any accrued interest earned at the period end date is recorded within other receivables.
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Trade and other receivables
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Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of business. If collection of the amounts is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. The Company leases certain of its safety monitoring equipment to customers through the Company’s lease program with monthly payments. Other debtors include the transactions outside the usual operating activities of the Company.
Due to the short-term nature of the current receivables, their carrying amount is considered to approximate their fair value. For the majority of the non-current receivables, the fair values are also not significantly different to their carrying amounts. Trade and other receivables are recognised initially at their carrying value and subsequently measured at amortised cost using the effective interest rate method, less provision for impairment through an expected credit loss assessment.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Material accounting policies (continued)
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Accounts payable and accrued liabilities
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Accounts payable and accrued liabilities are obligations to pay for goods or services provided to the Company prior to the end of the reporting period which are unpaid. The amounts are unsecured.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period.
The carrying amounts of accounts payable and accrued liabilities are considered to be the same as their fair values, due to their short-term nature.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
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Significant accounting judgements and estimates
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The preparation of financial statements requires the use of accounting estimates with management also needing to use judgment in applying the Company’s accounting policies.
Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The following are the most significant accounting estimates that the Company has made in the preparation of the financial statements:
a) Property, plant and equipment
Measurement of property, plant and equipment involves the use of estimates in determining the expected useful lives of those assets and the depreciation methods used. This has been outlined in note 2.9.
The following are the most significant judgements that the Company has made in the preparation of the financial statements:
b) Revenue recognition – bundled arrangements
The determination of the amount of revenue and discounts to allocate to individual elements in a bundled arrangement and whether a deliverable constitutes a separate unit of accounting. This has been outlined in note 2.3.
c) Stock-based compensation
The determination of the fair value of stock options requires the use of a pricing model which requires the estimation of stock price volatility, the expected term of the underlying instruments, the estimation of the risk-free interest rate, and if applicable the resulting number of options that will ultimately vest. These assumptions have been detailed in note 22.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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The following is an analysis of the Company's revenue for the year from continuing operations:
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Revenue from contracts with customers - Product
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Revenue from contracts with customers - Service
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Revenue from management charge
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Timing of revenue recognition:
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The profit before tax is stated after charging/(crediting):
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Costs of inventories recognised as an expense
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Depreciation - owned assets
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Depreciation - assets held under leasing arrangements
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Foreign exchange differences
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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Staff costs, including Directors' remuneration, were as follows:
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Defined contribution pension cost
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Share based payment charges
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The monthly average number of persons, including the Directors, employed by the Company during the year was as follows:
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Included in the above is fees in respect of Director's services amounting to £2,640 (2024 - £1868) which were paid to J Mullane Services Limited (Note 24).
The emoluments of all Directors are paid by other Group companies and a management fee is charged to the Company.
The Directors are considered to be the key management personnel of the Company.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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Finance income and expense
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Recognised in profit or loss
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Interest on lease liabilities
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Net finance expense recognised in profit or loss
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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9.1 Income tax recognised in profit or loss
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Origination and reversal of timing differences
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Tax expense on profit for the financial year
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Factors affecting tax charge for the financial year
The tax assessed for the year is lower than (2024 – lower than) the standard rate of corporation tax in the UK of 25% (2024 – 25%).
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:
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Tax using the Company's domestic tax rate of 25% (2024 - 25%)
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Expenses non deductible for tax purposes
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Adjustments to tax charge in respect of prior periods - deferred tax
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Movement in deferred tax not recognised
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Temporary differences not recognised in the computation
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Factors that may affect future tax charges
There were no factors that may affect future tax charges.
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BLACKLINE SAFETY EUROPE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
9.Tax (continued)
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9.2 Deferred tax balances
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The following is the analysis of deferred tax assets/(liabilities) presented in the Statement of Financial Position:
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Recognised in profit or loss
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Property, plant and equipment
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Unused tax losses and credits
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