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Registration number: 07664591

Blackout International Limited Annual Report and Consolidated Financial Statements for the Year Ended 31 December 2025

Blackout International Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 9
Consolidated Income Statement | 10
Consolidated Statement of Comprehensive Income | 11
Consolidated Statement of Financial Position | 12
Statement of Financial Position | 13
Consolidated Statement of Changes in Equity | 14
Statement of Changes in Equity | 15
Consolidated Statement of Cash Flows | 16
Notes to the Financial Statements | 17 to 33

Blackout International Limited

Company Information

Directors | S J Tuck C R Brain K G Monks D Peissel R S Ward

Registered office | 130 Shaftesbury Avenue 2nd Floor London W1D 5EU

Accountants | Brebners Chartered Accountants 130 Shaftesbury Avenue London W1D 5AR

Auditors | Moore Kingston Smith LLP Chartered Accountants & Statutory Auditor 6th Floor 9 Appold Street London EC2A 2AP

Blackout International Limited

Strategic Report for the Year Ended 31 December 2025

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

Principal activity

The principal activity of the company is that of an investment holding company whilst the principal activity of the group is the manufacture, hire and sale of drapes and rigging together with the provision of consultancy services.
The company's trading subsidiaries are Blackout Limited, Blackout Europe Limited and Blackout SARL.

Fair review of the business

Blackout Limited, an immediate subsidiary of Blackout International founded in 1990, has grown to become the industry’s largest and most trusted supplier of drapes, rigging and other related products. From straight forward dry-hire to full event installations and bespoke pieces. We deliver a high-quality service across a wide range of sectors, from conferences, concerts, exhibitions and product launches to theatre, film, television and more.

At Blackout, we believe people make the difference. We are well known for our hard-working and good-humoured crew, and we pride ourselves on the close working relationships we have established with long term and new clients alike. We are committed to the recruitment and continuous training of our staff to the highest standard.

Blackout operates in a competitive market which is subject to commercial pressures from both our competition and the current economic uncertainty.

Blackout SARL operates similarly in the European market and the directors are satisfied with the group’s performance for the year, which reflects the significant time, effort and investment made to enhance its offering and support to customers, consolidating the group’s strong and healthy position in the market and strengthening relationships with key stakeholders.

The group's key financial and other performance indicators during the year were as follows:

Financial KPIs | Unit | 2025 | 2024
Turnover | £ | 12,580,723 | 13,360,569
Profit before tax | £ | 1,741,968 | 2,276,486
Net assets | £ | 5,744,870 | 5,130,455

There are numerous non-financial performance indicators used by the directors but none are considered to be key.

2025 was predominantly a year of consolidation and stabilisation for the group, whilst continuing to invest in back-end people and processes. As a result, both turnover and margins remained largely stable, with turnover slightly decreasing and gross profit margins slightly improving. The increase in administrative costs primarily reflects the strategic investment in people, which is expected to strengthen the group's competitive position and support sustained long-term success within the industry.

The directors are also satisfied with the statement of financial position at 31 December 2025 which shows £5,744,870 (2024 - £5,130,455) of net assets and £4,410,518 (2024 - £4,500,020) cash at bank.

With these significant financial resources available, the directors feel the group remains well-placed to exploit future opportunities as and when they arise. Blackout continues to expand its operations throughout the UK and worldwide, demonstrating the directors' positive outlook for the group. The directors also believe the group will continue to trade profitably in the coming years.

Blackout International Limited

Strategic Report for the Year Ended 31 December 2025

Principal risks and uncertainties

The group uses basic financial instruments, other than derivatives, comprising borrowings, cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations.

The group had no hedging arrangements at 31 December 2025.

The management of the business is subject to a number of risks, which are reviewed by the board and appropriate procedures put in place to monitor and mitigate. The key risks are liquidity risk, foreign currency exposure and customer credit exposure.

In respect of bank balances the group had no overdraft facility during the period and the group maintained significant cash at bank balances throughout the period.

Liquidity and cash flow risks are managed by the directors.

Liquidity risk

The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The group expects to meet its financial obligations through operating cash flows. In the event that the operating cash flows would not cover all of the financial obligations, the group has credit facilities available. The group policy throughout the year has been to ensure continuity of funding so that at least a significant part of its borrowings should mature in more than one year.

Customer credit exposure

The group may offer credit terms to its customers which allow payment of the debt after delivery of the goods or services. The group is at risk to the extent that a customer may be unable to pay the debt on the specified due date. This risk is mitigated by maintaining strong on-going customer relationships and closely monitoring outstanding debts from all sources.

Interest rate risk

The group finances its operations through a mixture of working capital, and other borrowings. It is group policy to ensure that sufficient resources are available from cash balances, cash flows and near cash liquid investments to ensure all obligations can be met when they fall due, and to invest in cash assets safely and profitably.

Future developments

The principal activity and trading performance of the group is expected to remain consistent for the foreseeable future.

Summary

The board continuously monitor and respond to changes in the group's risk environment, so ensuring that the group remains well placed to address operational, reputational, financial and business risks in a timely and appropriate manner.

Approved by the Board on 19 August 2026 and signed on its behalf by:

......................................... C R Brain Director |  |

Blackout International Limited

Directors' Report for the Year Ended 31 December 2025

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

Directors of the group

The directors who held office during the year were as follows:

S J Tuck

C R Brain

K G Monks

D Peissel

R S Ward

Information included in the Strategic Report

The company has chosen in accordance with Section 414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the large and medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report.

Directors' liabilities

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 19 August 2026 and signed on its behalf by:

......................................... C R Brain Director

Blackout International Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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 group and the company 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 apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Blackout International Limited

Independent Auditor's Report to the Members of Blackout International Limited

Opinion

We have audited the financial statements of Blackout International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 the parent company's 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 Auditor's 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 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 matters

The comparative figures for the prior period were not audited and accordingly, no audit opinion is expressed on these figures.

Other information

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 there is 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.

Blackout International Limited

Independent Auditor's Report to the Members of Blackout International Limited

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• | the information given in the Strategic Report and 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 have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 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 5], 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 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 these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Blackout International Limited

Independent Auditor's Report to the Members of Blackout International Limited

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

Blackout International Limited

Independent Auditor's Report to the Members of Blackout International Limited

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

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 for no purpose other than to draw to the attention of the company’s members those matters which we are required to include in an auditor’s report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and company’s members as a body, for our work, for this report, or for the opinions we have formed.

......................................
Kevin Veitch (Senior Statutory Auditor)
For and on behalf of
Moore Kingston Smith LLP, Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP

19 August 2026

Blackout International Limited

Consolidated Income Statement for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 12,580,723 | 13,360,569
Cost of sales |  | (3,060,958) | (3,796,376)
Gross profit |  | 9,519,765 | 9,564,193
Administrative expenses |  | (7,930,120) | (7,515,058)
Other operating income | 4 | 12,072 | 105,993
Operating profit | 8 | 1,601,717 | 2,155,128
Other interest receivable and similar income | 5 | 140,251 | 129,355
Interest payable and similar expenses | 6 | - | (7,997)
|  | 140,251 | 121,358
Profit before tax |  | 1,741,968 | 2,276,486
Tax on profit | 11 | (437,504) | (564,705)
Profit for the financial year |  | 1,304,464 | 1,711,781
Profit attributable to: |  |  |
Owners of the company |  | 1,286,805 | 1,690,541
Minority interests |  | 17,659 | 21,240
|  | 1,304,464 | 1,711,781

Blackout International Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2025

| 2025 £ | 2024 £
Profit for the year | 1,304,464 | 1,711,781
Foreign currency translation gains/(losses) | 89,250 | (66,875)
Total comprehensive income for the year | 1,393,714 | 1,644,906
Total comprehensive income attributable to: |  |
Owners of the company | 1,371,592 | 1,627,010
Minority interests | 22,122 | 17,896
| 1,393,714 | 1,644,906

Blackout International Limited

Consolidated Statement of Financial Position as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 12 | 1,616,441 | 1,476,118
Investments | 13 | 47,975 | 44,423
|  | 1,664,416 | 1,520,541
Current assets |  |  |
Stocks | 14 | 234,222 | 204,269
Debtors | 15 | 1,555,320 | 1,107,245
Cash at bank and in hand | 16 | 4,410,518 | 4,500,020
|  | 6,200,060 | 5,811,534
Creditors: Amounts falling due within one year | 17 | (1,780,203) | (1,791,061)
Net current assets |  | 4,419,857 | 4,020,473
Total assets less current liabilities |  | 6,084,273 | 5,541,014
Creditors: Amounts falling due after more than one year | 17 | (76,131) | (178,646)
Provisions for liabilities | 21 | (263,272) | (231,913)
Net assets |  | 5,744,870 | 5,130,455
Capital and reserves |  |  |
Called up share capital | 19 | 15,000 | 15,000
Retained earnings |  | 5,635,132 | 5,038,540
Equity attributable to owners of the company |  | 5,650,132 | 5,053,540
Minority interests |  | 94,738 | 76,915
Shareholders' funds |  | 5,744,870 | 5,130,455

Approved and authorised by the Board on 19 August 2026 and signed on its behalf by:

......................................... C R Brain Director

Company registration number: 07664591

Blackout International Limited

Statement of Financial Position as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 13 | 30,100 | 30,100
Current assets |  |  |
Debtors | 15 | 58,307 | 45,501
Cash at bank and in hand | 16 | 2,828,056 | 3,055,513
|  | 2,886,363 | 3,101,014
Creditors: Amounts falling due within one year | 17 | (91,850) | (960,055)
Net current assets |  | 2,794,513 | 2,140,959
Net assets |  | 2,824,613 | 2,171,059
Capital and reserves |  |  |
Called up share capital | 19 | 15,000 | 15,000
Retained earnings |  | 2,809,613 | 2,156,059
Shareholders' funds |  | 2,824,613 | 2,171,059

The company made a profit after tax for the financial year of £1,428,554 (2024 - £672,452).

Approved and authorised by the Board on 19 August 2026............................... and signed on its behalf by:

......................................... C R Brain Director

Company registration number: 07664591

Blackout International Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
Equity attributable to the parent company

| Share capital £ | Retained earnings £ | Total £ | Non-controlling interests - Equity £ | Total equity £
At 1 January 2024 | 15,000 | 3,911,530 | 3,926,530 | 63,240 | 3,989,770
Profit for the year | - | 1,690,541 | 1,690,541 | 21,240 | 1,711,781
Foreign currency translation gains/(losses) | - | (63,531) | (63,531) | (3,344) | (66,875)
Total comprehensive income | - | 1,627,010 | 1,627,010 | 17,896 | 1,644,906
Dividends | - | (500,000) | (500,000) | - | (500,000)
Payments to non-controlling interests | - | - | - | (4,221) | (4,221)
At 31 December 2024 | 15,000 | 5,038,540 | 5,053,540 | 76,915 | 5,130,455

| Share capital £ | Retained earnings £ | Total £ | Non-controlling interests - Equity £ | Total equity £
At 1 January 2025 | 15,000 | 5,038,540 | 5,053,540 | 76,915 | 5,130,455
Profit for the year | - | 1,286,805 | 1,286,805 | 17,659 | 1,304,464
Foreign currency translation gains/(losses) | - | 84,787 | 84,787 | 4,463 | 89,250
Total comprehensive income | - | 1,371,592 | 1,371,592 | 22,122 | 1,393,714
Dividends | - | (775,000) | (775,000) | - | (775,000)
Payments to non-controlling interests | - | - | - | (4,299) | (4,299)
At 31 December 2025 | 15,000 | 5,635,132 | 5,650,132 | 94,738 | 5,744,870

Blackout International Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

| Share capital £ | Retained earnings £ | Total £
At 1 January 2024 | 15,000 | 1,983,607 | 1,998,607
Profit for the year | - | 672,452 | 672,452
Dividends | - | (500,000) | (500,000)
At 31 December 2024 | 15,000 | 2,156,059 | 2,171,059

| Share capital £ | Retained earnings £ | Total £
At 1 January 2025 | 15,000 | 2,156,059 | 2,171,059
Profit for the year | - | 1,428,554 | 1,428,554
Dividends | - | (775,000) | (775,000)
At 31 December 2025 | 15,000 | 2,809,613 | 2,824,613

Blackout International Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
Profit for the year |  | 1,304,464 | 1,711,781
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 8 | 357,734 | 318,086
Profit on disposal of tangible assets |  | (23,407) | (9,990)
Finance income | 5 | (140,251) | (129,355)
Finance costs | 6 | - | 7,997
Income tax expense | 11 | 437,504 | 564,705
Foreign exchange adjustments on consolidation |  | 78,129 | (58,227)
|  | 2,014,173 | 2,404,997
Working capital adjustments |  |  |
(Increase)/decrease in stocks |  | (29,954) | 14,981
(Increase)/decrease in debtors |  | (448,075) | 298,999
Increase in creditors |  | 177,229 | 312,602
Cash generated from operations |  | 1,713,373 | 3,031,579
Income taxes paid |  | (652,278) | (244,989)
Net cash flow from operating activities |  | 1,061,095 | 2,786,590
Cash flows from investing activities |  |  |
Interest received |  | 140,251 | 129,356
Acquisitions of tangible assets |  | (508,575) | (821,080)
Proceeds from sale of tangible assets |  | 42,630 | 30,999
Acquisition of other investments |  | (1,135) | (1,242)
Net cash flows from investing activities |  | (326,829) | (661,967)
Cash flows from financing activities |  |  |
Repayments on borrowings |  | (44,469) | (153,656)
Dividends paid |  | (779,299) | (504,221)
Net cash flows from financing activities |  | (823,768) | (657,877)
Net (decrease)/increase in cash and cash equivalents |  | (89,502) | 1,466,746
Cash and cash equivalents at 1 January |  | 4,500,020 | 3,033,274
Cash and cash equivalents at 31 December |  | 4,410,518 | 4,500,020

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

The principal activity of the company is that of an investment holding company whilst the principal activity of the group is that of the manufacture, hire and sale of drapes and rigging together with the provision of consultancy services.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.

Summary of disclosure exemptions

The parent company satisfied the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS102:
(a) No cash flow statement has been presented for the company
(b) Disclosures in respect of financial instruments have not been presented
(c) No disclosure has been given for the aggregate remuneration of key management personnel.

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025 each year. No profit or loss account has been prepared for the company as permitted by Section 408 of the Companies Act 2006.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The group made a profit of £1,304,464 (2024 - £1,711,781) for the year ended 31 December 2025 and had net assets at that date of £5,744,870 (2024 - £5,130,455), including cash at bank amounting to £4,410,518 (2024 - £4,500,020).
Having reviewed the group's trading and cash flow forecasts, the directors have a reasonable expectation that the group will generate sufficient cash to meet its obligations as they fall due.
On the basis of the above, and after making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. Key assumptions and other estimation uncertainties provide a risk of causing a material adjustment to the carrying values of assets and liabilities. Judgements and estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. The group makes an estimate of the recoverable value of trade debtors. When assessing any potential impairment of trade debtors, management considers factors including the ageing profile of debtors and historical experience.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered in the ordinary course of the group's activities. Turnover is shown net of Value Added Tax.
In respect of long-term contracts and contracts for on-going services, turnover represents the value of work done in the year, including estimates of amounts not invoiced. Turnover in respect of long-term contracts and contracts for on-going services is recognised by reference to the stage of completion.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Leasehold property improvements | Over the length of the lease
Plant and machinery | 20-50% straight line; 15-33% reducing balance
Motor vehicles | 25% reducing balance; 25% straight line
Drapes and trusses | 10% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Operating leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as
operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis
over the period of the lease.
The benefits of any lease incentives are recognised in profit and loss account over the lease period.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Financial instruments

Basic financial instruments are recognised at amortised cost, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value with changes recognised in profit or loss.
Financial instruments are recognised when the group becomes party to the contractual provisions of the instrument and derecognised when, in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party and in the case of liabilities, when the group's obligations are discharged, expire or are cancelled.

3 | Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Sale of goods | 1,019,895 | 919,151
Rendering of services | 11,560,828 | 12,441,418
| 12,580,723 | 13,360,569

The group has not disclosed an analysis of turnover by geographical market, as in the opinion of the directors this would be seriously prejudicial to the interests of the group.

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

4 | Other operating income

The analysis of the group's other operating income for the year is as follows:

| 2025 £ | 2024 £
Compensation for early termination of sublease | - | 102,910
Miscellaneous other operating income | 12,072 | 3,083
| 12,072 | 105,993

5 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest income on bank deposits | 109,413 | 112,878
Other finance income | 30,838 | 16,477
| 140,251 | 129,355

6 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest expense on other finance liabilities | - | 7,997

7 | Staff numbers

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Administration and support | 17 | 17
Sales and operations | 65 | 63
| 82 | 80

8 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 357,734 | 318,086
Foreign exchange losses | 9,687 | 3,180
Profit on disposal of property, plant and equipment | (23,407) | (9,990)

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 1,106,255 | 981,527
Contributions paid to money purchase schemes | 469,895 | 239,739
| 1,576,150 | 1,221,266

During the year the number of directors who were receiving benefits and share incentives was as follows:

| 2025 No. | 2024 No.
Accruing benefits under money purchase pension scheme | 4 | 4

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 413,246 | 404,252
Company contributions to money purchase pension schemes | 44,658 | 36,550

10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 10,710 | -
Audit of the financial statements of group undertakings | 17,340 | -
| 28,050 | -
Other fees to auditors |  |
Other audit services | 1,020 | -

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

11 | Taxation

Tax charged/(credited) in the consolidated income statement

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 406,144 | 450,488
UK corporation tax adjustment to prior periods | - | 2,271
| 406,144 | 452,759
Deferred taxation |  |
Arising from origination and reversal of timing differences | 31,360 | 111,946
Tax expense in the income statement | 437,504 | 564,705

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit before tax | 1,741,968 | 2,276,486
Corporation tax at standard rate | 435,492 | 569,122
Effect of foreign tax rates | (2,542) | (2,442)
Increase in UK current tax from adjustment for prior periods | - | 2,271
Decrease from effect of marginal relief | - | (559)
Effect of amounts not deductible/(taxable) in determining taxable profit | 4,554 | (3,687)
Total tax charge | 437,504 | 564,705

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Asset £ | Liability £
Accelerated capital allowances | - | 280,578
Other timing differences | - | (17,306)
| - | 263,272

2024 | Asset £ | Liability £
Accelerated capital allowances | - | 246,293
Other timing differences | - | (14,380)
| - | 231,913

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

12 | Tangible assets

Group

| Leasehold property improvements £ | Drapes and trusses £ | Motor vehicles £ | Plant and machinery £ | Total £
Cost or valuation
At 1 January 2025 | 428,307 | 2,304,901 | 712,240 | 1,942,263 | 5,387,711
Additions | - | 260,641 | 140,365 | 107,569 | 508,575
Disposals | - | - | (104,652) | (68,727) | (173,379)
Foreign exchange movements | - | - | - | 71,092 | 71,092
At 31 December 2025 | 428,307 | 2,565,542 | 747,953 | 2,052,197 | 5,793,999
Depreciation
At 1 January 2025 | 408,093 | 1,533,620 | 290,673 | 1,679,206 | 3,911,592
Charge for the year | 7,610 | 138,055 | 124,147 | 87,922 | 357,734
Eliminated on disposal | - | - | (85,429) | (68,727) | (154,156)
Foreign exchange movements | - | - | - | 62,388 | 62,388
At 31 December 2025 | 415,703 | 1,671,675 | 329,391 | 1,760,789 | 4,177,558
Carrying amount
At 31 December 2025 | 12,604 | 893,867 | 418,562 | 291,408 | 1,616,441
At 31 December 2024 | 20,213 | 771,281 | 421,567 | 263,057 | 1,476,118

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

13 | Investments

Group

Other share investments | £
Cost |
At 1 January 2025 | 44,423
Foreign exchange movements | 2,417
Additions | 1,135
At 31 December 2025 | 47,975

Company

Subsidiaries | £
Cost
At 1 January 2025 and 31 December 2025 | 30,100
Carrying amount
At 31 December 2025 | 30,100
At 31 December 2024 | 30,100

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
Blackout Limited * | 130 Shaftesbury Avenue 2nd Floor London W1D 5EU | Ordinary £1 shares | 100% | 100%
Blackout Europe Limited * | 130 Shaftesbury Avenue 2nd Floor London W1D 5EU | Ordinary £1 shares | 100% | 100%
Blackout Global Limited * | 130 Shaftesbury Avenue 2nd Floor London W1D 5EU | Ordinary £1 shares | 100% | 100%
Blackout SARL | 53 Rue de Verdun 93120 La Courneuve France | Ordinary €1 shares | 95% | 95%

*indicates direct investment
All subsidiaries are included in the consolidation.

SUBSIDIARY UNDERTAKINGS
Blackout Limited
The principal activity of Blackout Limited is that of the manufacture, hire, and sale of drapes and starcloths.
Blackout Europe Limited
The principal activity of Blackout Europe Limited is that of the provision of consultancy services.
Blackout Global Limited
The principal activity of Blackout Global Limited is that of the provision of consultancy services.
Blackout SARL
The principal activity of Blackout SARL is that of the manufacture, hire, and sale of drapes and starcloths.

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

14 | Stocks

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Stock | 234,222 | 204,269 | - | -

15 | Debtors

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors | 1,280,170 | 714,646 | - | -
Amounts owed by group undertakings | - | - | 35,433 | -
Other debtors | 52,236 | 78,955 | - | -
Prepayments and accrued income | 222,914 | 313,644 | 22,874 | 45,501
| 1,555,320 | 1,107,245 | 58,307 | 45,501

16 | Cash and cash equivalents

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Cash on hand | - | 106 | - | -
Cash at bank | 4,405,169 | 4,499,914 | 2,828,056 | 3,055,513
Short-term deposits | 5,349 | - | - | -
| 4,410,518 | 4,500,020 | 2,828,056 | 3,055,513

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

17 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Trade creditors |  | 385,447 | 175,161 | - | -
Amounts owed to group undertakings |  | - | - | - | 838,512
Social security and other taxes |  | 951,493 | 739,783 | - | -
Other payables |  | 135,013 | 212,701 | 45,583 | 87,130
Accruals and deferred income |  | 242,536 | 351,569 | 15,710 | 8,750
Corporation tax liability | 11 | 65,714 | 311,847 | 30,557 | 25,663
|  | 1,780,203 | 1,791,061 | 91,850 | 960,055
Due after one year |  |  |  |  |
Loans and borrowings | 20 | 61,624 | 106,093 | - | -
Other financial liabilities |  | 14,507 | 72,553 | - | -
|  | 76,131 | 178,646 | - | -

18 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £753,130 (2024 - £625,019).
Contributions totalling £74,179 (2024 - £57,521) were payable to the scheme at the end of the year and are included in creditors.

19 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 15,000 | 15,000 | 15,000 | 15,000

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

20 | Loans and borrowings

Non-current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 61,624 | 106,093 | - | -

Bank borrowings are unsecured, interest-free and repayable by instalments over the period ended 30 September 2027.

21 | Provisions for liabilities

Group

| Deferred tax £ | Total £
At 1 January 2025 | 231,913 | 231,913
Increase (decrease) in existing provisions | 31,359 | 31,359
At 31 December 2025 | 263,272 | 263,272

22 | Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 416,592 | 412,654
Later than one year and not later than five years | 426,055 | 756,805
Later than five years | 265,287 | 351,129
| 1,107,934 | 1,520,588

The amount of non-cancellable operating lease payments recognised as an expense during the year was £330,811 (2024 - £320,877).

Blackout International Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

23 | Analysis of changes in net debt

Group

| At 1 January 2025 £ | Cash flows £ | At 31 December 2025 £
Cash and cash equivalents |  |  |
Cash | 4,500,020 | (89,502) | 4,410,518
Borrowings |  |  |
Other bank borrowings | (106,093) | 44,469 | (61,624)
| 4,393,927 | (45,033) | 4,348,894

24 | Related party transactions

Key management personnel

Key management personnel include all persons that have authority and responsibility for planning, directing and controlling the activities of the group. Key management personnel includes the directors of the parent undertaking as well as the directors of the subsidiary undertakings.

Key management compensation

| 2025 £ | 2024 £
Salaries and other short term employee benefits | 1,326,583 | 1,221,266

Transactions with directors

Included within other debtors is a balance of £Nil (2024 - £Nil) due from a director and his wife. During the year advances of £144,417 and repayments of £144,417 were made. Interest of £Nil (2024 - £374) has been charged at an annual rate of 2.25% and 3.75% on cumulative net overdrawn balances. There are no set terms in place.
During the year dividends of £775,000 (2024 - £500,000) were paid to a director and his wife.

25 | Non adjusting events after the financial period

Company
Dividends of £550,000 were voted by the company post year end.