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Registered number: NI641548














BLK BOX FITNESS GROUP LIMITED





ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

 
BLK BOX FITNESS GROUP LIMITED
 

COMPANY INFORMATION


Directors
Mr Daniel Anderson 
Mr Gregory Bradley 
Mr Keith McDermott 
Mr Ben Stocks 
Mr John McLaughlin (appointed 4 August 2025)




Registered number
NI641548



Registered office
4 Cloughfern Avenue

Newtownabbey

Co. Antrim

BT37 0UB




Independent auditors
AAB Group Accountants Limited

1-3 Arthur Street

Belfast

Co. Antrim

BT1 4GA




Bankers
Barclays Bank plc
Donegall House

7 Donegall Square North

Belfast

Co. Antrim

BT1 5LU




Solicitors
Tughans Solicitors
Marlborough House

30 Victoria Street

Belfast

Co. Antrim

BT1 3GS





 
BLK BOX FITNESS GROUP LIMITED
 

CONTENTS



Page
Group Strategic Report
 
 
1 - 2
Directors' Report
 
 
3 - 4
Independent Auditors' Report
 
 
5 - 8
Consolidated Statement of Comprehensive Income
 
 
9
Consolidated Balance Sheet
 
 
10 - 11
Company Balance Sheet
 
 
12
Consolidated Statement of Changes in Equity
 
 
13
Company Statement of Changes in Equity
 
 
14
Consolidated Statement of Cash Flows
 
 
15
Notes to the Financial Statements
 
 
16 - 36


 
BLK BOX FITNESS GROUP LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The Group has continued to build on the momentum established in prior years, with revenue growing from £11.9m in 2022 to £26.7m in 2025, alongside a material improvement in gross margin. This performance has been underpinned by the Group's expanding presence across elite sport, leading multi-site gym operators, and the education, hospitality and corporate wellness sectors, together with a growing international footprint. The Board remains confident in the Group's positioning within a fitness industry that is structurally reallocating capital and floor space towards strength and functional training, and believes the business is well placed to continue its growth trajectory in the year ahead

Business review
 
2025 was a record year for the Group, with sales increasing to £26.7m (2024: £19.6m) and adjusted EBITDA increasing to £2.7 million (2024: £1.9 million), the highest levels of revenue and adjusted EBITDA achieved by the Group to date. This result was underpinned by continued growth in the Group's B2B channel and key accounts, together with strong margin performance following the transformation programmes carried out in recent years.

The Group's record trading performance was driven in part by continued strong growth in its B2B sales channel, supported by strong customer retention and repeat purchasing: more than 70% of FY25 sales were generated from existing customer relationships, reflecting the strength and longevity of the customer base. This was complemented by continued growth across the Group's key accounts with leading commercial gym operators, where the Group's approach of entering through a single zone and expanding the relationship through the quality of delivery, continues to generate strong returns. Several major framework agreements were secured during the year, and the Board expects these to contribute further to growth as they mature.

The Group continued to develop its position as an end-to-end provider of strength and functional training environments, completing more than 1,000 projects during the year across concept, design, manufacturing, installation and service. This growth reflects the wider structural shift in the strength and functional training market, with operators across commercial, education, hospitality and corporate settings continuing to reallocate floor space and investment towards this category. The Group's heritage in elite sport remains central to its brand and continues to generate demand well beyond that sector. This breadth of capability has supported earlier engagement with customers during the design and specification process, with the offering increasingly extending beyond individual products to the design and delivery of complete training environments.

This close engagement with customers also underpins the Group's approach to innovation. 2025 saw meaningful investment in our internal R&D capability and the formalisation of the Group's new product development (NPD) process, building on its long-standing approach of working with clients to develop tailored solutions. The Group's NPD roadmap now holds a pipeline of opportunities to be developed over the coming years.

Operationally, the Group realised significant margin improvement as a result of the transformation programmes implemented in recent years. Its hybrid manufacturing model which combines in-house design, engineering and manufacturing with a diversified supplier network, supports the delivery of customised environments at competitive lead times. Beyond its Belfast manufacturing facility, the Group now has operations established in North America and China, supporting a more unified delivery model across the Group. Significant remaining capacity at Belfast is expected to support future growth without a proportional increase in capital investment.

The Board is pleased with the Group's financial performance in 2025 and the progress made in profitability over the period. Growth has been consistent and deliberate, supported by continued investment in the operating base of the business, including a significant expansion of the team during the year, to ensure the Group has the capability and capacity to deliver its ambitions. 

Trading in 2026 has continued to perform strongly, with a number of key strategic accounts secured in the first half of the year. The Group is on track to deliver a further year of record growth and profitability, supported by a strong order pipeline and continued momentum in its markets.


Page 1

 
BLK BOX FITNESS GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties
 
The core risks associated with the group are currency risk, finance and interest rate risk, liquidity and cash flow risk, credit risk and inflation risk. The board reviews and agrees policies for the prudent management of these risks as follows:

Currency Risk
The group's activities are conducted in UK, Ireland and Internationally. The group's activities which are in Ireland and overseas are conducted in Euro and Dollar. This results in levels of currency transaction risk, variances affecting operational activities in this regard are reflected in the profit and loss account in the years in which they arise.

Finance and Interest Rate Risk
The group's objective in relation to interest rate management is to minimise the impact of interest rate volatility on interest costs in order to protect recorded profitability. A long term strategy for the management of the exposure considers the amount of floating rate debt that is anticipated over the period and the sensitivity of the interest charge on this debt to changes in interest rates, and the resultant impact on reported profitability.

Liquidity and Cash Flow Risk
The group's policy is to ensure that sufficient resources are available either from cash balances, cash flows and near cash liquid investments to ensure all obligations can be met when they fall due. 

Credit Risk
The group has no significant concentrations of credit risk. Customers who wish to trade on credit terms are subject to strict verification procedures in advance of credit being awarded and are continually being monitored.

Inflation Risk
The group will continue to take steps to ensure the current inflation crisis in the UK and global economy does now materially impact on the business. Costs will be monitored and controlled closely to mitigate the impact of inflation on the business. 

Financial key performance indicators
 
The board monitor the progress of the group by reference to the following financial KPIs, which are reviewed on a monthly basis.

Adjusted EBITDA is calculated by the adding back of interest, taxation, depreciation, amortisation, R&D credits and exceptional items within the P&L in relation to the investment activities carried in the year.

2025
2024
£
£
Sales

£26.7m

£19.7m
 
Gross profit margin

30.3%

31.8%
 
Adjusted EBITDA

£2.7m

£1.9m
 
Adjusted EBITDA %

10.1%

9.6%
 


This report was approved by the board on 2 September 2026 and signed on its behalf.



Mr Gregory Bradley
Director

Page 2

 
BLK BOX FITNESS GROUP LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Principal activity

The principal activity of the company and group continued to be that of a holding company and the design, manufacture and installation of strength and conditioning equipment.


Directors

The directors who served during the year and up to the date of signing the financial statements were:

Mr Daniel Anderson 
Mr Gregory Bradley 
Mr Keith McDermott 
Mr Ben Stocks 
Mr John McLaughlin (appointed 4 August 2025)

Going concern

The group reported a profit after tax of £1m for the year ended 31 December 2025 (2024: £1m). At a group level it had net assets of £2.6m as at 31 December 2025 (2024: £1.6m). 

The directors have produced cash flow forecasts which indicate that the group can continue as a going concern. The directors have considered different scenarios as part of the cash flow forecasting, assessing the potential risks and uncertainties on the group's operations.These forecasts indicate that the group has sufficient liquidity to meet its day-to-day working capital requirements as they fall due. As at 31 December 2025, the group held cash at bank of £891k, which provides immediate short-term funding and liquidity headroom. The directors have also considered current trading levels and market opportunities and anticipates that the next 12 months will be positive. The directors have also considered the availability of ongoing financial support, including existing loan facilities and investor support, which are expected to remain in place for the foreseeable future. These facilities provide additional flexibility to manage short-term cash requirements if required. 

Based on the above factors, including the group’s improved profitability, cash balances, cash flow forecast, and access to funding, the directors have concluded that the company has adequate resources to continue in operation for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis. 

Results and dividends

The profit for the year, after taxation, amounted to £1,008,083 (2024 - £1,051,375).

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £Nil (2024: £Nil). The directors do not recommend payment of a final dividend. 

Page 3

 
BLK BOX FITNESS GROUP LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Auditors

The auditorsAAB Group Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 2 September 2026 and signed on its behalf.
 





Mr Gregory Bradley
Director
Page 4

 
BLK BOX FITNESS GROUP LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLK BOX FITNESS GROUP LIMITED
 

Opinion


We have audited the financial statements of BLK BOX Fitness Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the Parent Company'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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
BLK BOX FITNESS GROUP LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLK BOX FITNESS GROUP LIMITED (CONTINUED)

Other information


The other information comprises the information included in the annual report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the annual reportOur 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.


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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters 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 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 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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
BLK BOX FITNESS GROUP LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLK BOX FITNESS GROUP LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory framework applicable to the company through enquiry of management, industry research and the application of cumulative audit knowledge. We identified the following following principal laws and regulations relevant to the company - Companies Act 2006 and the Financial Reporting Standard applicable in the UK and the Republic of Ireland (FRS 102).

We developed an understanding of the key fraud risks to the entity (including how fraud might occur), the controls in place to help mitigate those risks, and the accounts, balances and disclosures within the financial statements which may be susceptible to management bias. Our understanding was obtained through review of the financial statements for significant accounting estimates, analysis of journal entries, walkthrough of the key controls cycles in place and enquiry of management.


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.
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 purpose of expressing an opinion of 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 Auditors' 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 Auditors' 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.
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statementsWe are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.


Page 7

 
BLK BOX FITNESS GROUP LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLK BOX FITNESS GROUP LIMITED (CONTINUED)

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.


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Teresa Campbell (Senior Statutory Auditor)
for and on behalf of
AAB Group Accountants Limited
Chartered Accountants & Statutory Auditors
1-3 Arthur Street
Belfast
Co. Antrim
BT1 4GA

2 September 2026
Page 8

 
BLK BOX FITNESS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
26,651,476
19,583,711

Cost of sales
  
(18,572,077)
(13,348,325)

Gross profit
  
8,079,399
6,235,386

Administrative expenses
  
(5,918,436)
(4,862,951)

Other operating income
 5 
168,822
112,152

Operating profit
 6 
2,329,785
1,484,587

Exceptional Items
  
(869,805)
(91,651)

Total operating profit
  
1,459,980
1,392,936

Interest payable and similar expenses
 11 
(451,897)
(341,561)

Profit before taxation
  
1,008,083
1,051,375

Tax on profit
 12 
-
-

Profit for the financial year
  
1,008,083
1,051,375

Profit for the year attributable to:
  

Owners of the parent Company
  
1,008,083
1,051,375

  
1,008,083
1,051,375

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 16 to 36 form part of these financial statements.

Page 9

 
BLK BOX FITNESS GROUP LIMITED
REGISTERED NUMBER:NI641548

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 13 
1,357,445
1,023,490

Tangible assets
 14 
282,313
131,856

  
1,639,758
1,155,346

Current assets
  

Stocks
 16 
5,385,651
3,868,819

Debtors: amounts falling due within one year
 17 
9,127,145
5,452,723

Cash at bank and in hand
 18 
891,239
895,760

  
15,404,035
10,217,302

Creditors: amounts falling due within one year
 19 
(13,321,715)
(7,982,109)

Net current assets
  
 
 
2,082,320
 
 
2,235,193

Total assets less current liabilities
  
3,722,078
3,390,539

Creditors: amounts falling due after more than one year
 20 
(1,018,870)
(1,661,145)

Provisions for liabilities
  

Other provisions
 23 
(100,500)
(134,769)

  
 
 
(100,500)
 
 
(134,769)

Net assets excluding pension asset
  
2,602,708
1,594,625

Net assets
  
2,602,708
1,594,625


Capital and reserves
  

Called up share capital 
 24 
30
30

Share premium account
  
2,999,970
2,999,970

Profit and loss account
  
(397,292)
(1,405,375)

Equity attributable to owners of the parent Company
  
2,602,708
1,594,625

  
2,602,708
1,594,625


Page 10

 
BLK BOX FITNESS GROUP LIMITED
REGISTERED NUMBER:NI641548

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 September 2026.




Mr Gregory Bradley
Director

The notes on pages 16 to 36 form part of these financial statements.

Page 11

 
BLK BOX FITNESS GROUP LIMITED
REGISTERED NUMBER:NI641548

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 15 
293,300
293,300

  
293,300
293,300

Current assets
  

Debtors: amounts falling due after more than one year
 17 
3,000,000
3,000,000

  
3,000,000
3,000,000

Creditors: amounts falling due within one year
 19 
(240,300)
(240,300)

Net current assets
  
 
 
2,759,700
 
 
2,759,700

Total assets less current liabilities
  
3,053,000
3,053,000

  

  

Net assets excluding pension asset
  
3,053,000
3,053,000

Net assets
  
3,053,000
3,053,000


Capital and reserves
  

Called up share capital 
 24 
30
30

Share premium account
  
2,999,970
2,999,970

Profit and loss account brought forward
  
53,000
53,000

Profit and loss account carried forward
  
53,000
53,000

  
3,053,000
3,053,000


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 September 2026.


Mr Gregory Bradley
Director

The notes on pages 16 to 36 form part of these financial statements.

Page 12

 
BLK BOX FITNESS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
30
2,999,970
(2,456,750)
543,250



Profit for the year
-
-
1,051,375
1,051,375



At 1 January 2025
30
2,999,970
(1,405,375)
1,594,625



Profit for the year
-
-
1,008,083
1,008,083


At 31 December 2025
30
2,999,970
(397,292)
2,602,708


The notes on pages 16 to 36 form part of these financial statements.

Page 13

 
BLK BOX FITNESS GROUP LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
30
2,999,970
53,000
3,053,000

Profit for the year
-
-
-
-



At 1 January 2025
30
2,999,970
53,000
3,053,000

Profit for the year
-
-
-
-


At 31 December 2025
30
2,999,970
53,000
3,053,000


The notes on pages 16 to 36 form part of these financial statements.

Page 14

 
BLK BOX FITNESS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
1,008,083
1,051,375

Adjustments for:

Amortisation of intangible assets
264,113
145,599

Depreciation of tangible assets
126,303
307,758

Government grants
(168,822)
-

Interest paid
451,897
341,561

(Increase) in stocks
(1,516,832)
(1,251,174)

(Increase) in debtors
(3,674,423)
(3,531,527)

Increase in creditors
3,781,279
1,101,084

(Decrease) in provisions
(34,269)
(3,747)

Net cash generated from operating activities

237,329
(1,839,071)


Cash flows from investing activities

Purchase of intangible fixed assets
(608,068)
(588,173)

Purchase of tangible fixed assets
(266,759)
(56,600)

Government grants received
168,822
-

HP interest paid
(24,345)
(40,937)

Net cash from investing activities

(730,350)
(685,710)

Cash flows from financing activities

Repayment of loans
(197,373)
(196,896)

Other new loans
1,275,982
800,857

Repayment of/new finance leases
(162,557)
(152,383)

Interest paid
(427,552)
(300,624)

Net cash used in financing activities
488,500
150,954

Net (decrease) in cash and cash equivalents
(4,521)
(2,373,827)

Cash and cash equivalents at beginning of year
895,760
3,269,587

Cash and cash equivalents at the end of year
891,239
895,760


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
891,239
895,760

891,239
895,760


Page 15

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

BLK BOX Fitness Group Limited (“the company”) is a private limited company domiciled and incorporated in Northern Ireland. The registered office is 4 Cloughfern Avenue, Newtownabbey, Co.Antrim, Northern Ireland, BT37 0UB.

The group consists of BLK BOX Fitness Group Limited and all of its subsidiaries.

On 4 December 2024, the company changed it's name from GBL Enterprises Limited to BLK BOX Fitness Group Limited. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

Page 16

 
BLK BOX FITNESS GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

All financial statements are made up to 31st December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate. 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

 
2.3

Going concern

The group reported a profit after tax of £1m for the year ended 31 December 2025 (2024: £1m). At a group level it had net assets of £2.6m as at 31 December 2025 (2024: £1.6m). 

The directors have produced cash flow forecasts which indicate that the group can continue as a going concern. The directors have considered different scenarios as part of the cash flow forecasting, assessing the potential risks and uncertainties on the group's operations.These forecasts indicate that the group has sufficient liquidity to meet its day-to-day working capital requirements as they fall due. As at 31 December 2025, the group held cash at bank of £891k, which provides immediate short-term funding and liquidity headroom. The directors have also considered current trading levels and market opportunities and anticipates that the next 12 months will be positive. The directors have also considered the availability of ongoing financial support, including existing loan facilities and investor support, which are expected to remain in place for the foreseeable future. These facilities provide additional flexibility to manage short-term cash requirements if required. 

Based on the above factors, including the group’s improved profitability, cash balances, cash flow forecast, and access to funding, the directors have concluded that the company has adequate resources to continue in operation for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis. 

Page 17

 
BLK BOX FITNESS GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The group's functional and presentational currency is GBP and the financial statements have been rounded to the nearest £.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 18

 
BLK BOX FITNESS GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

 
BLK BOX FITNESS GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.12

Taxation

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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 20

 
BLK BOX FITNESS GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2%
Straight line
Motor vehicles
-
25%
Straight line
Fixtures and fittings
-
25%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 21

 
BLK BOX FITNESS GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.18

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.20

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.21

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.22

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS
Page 22

 
BLK BOX FITNESS GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.22
Financial instruments (continued)

102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans 
Page 23

 
BLK BOX FITNESS GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.22
Financial instruments (continued)

due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 24

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Warranty Provision
The warranty provision is based on management's estimate of the costs expected to arise from warranty claims on products sold before the reporting date, using historical claims experience and current expectations. Actual costs may differ from those estimated.

Intangible assets
Judgement is applied in determining whether expenditure on software, development costs and internally generated intangible assets meets the criteria for capitalisation. Estimates are also required in assessing the useful economic lives over which such assets are amortised. Intangible assets are reviewed for impairment where indicators exist, requiring estimates of future economic benefits. See the intangible assets note for further details.

Impairment of debtors
The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of the trade and other debtors, management consider factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Impairment of stock
The group regularly assesses the carrying value of its stock to ensure it is stated at the lower of cost and net realisable value. This assessment involves judgment regarding the obsolescence, physical condition, and marketability of stock. Impairment is recognised when the carrying amount exceeds the estimated recoverable amount, based on factors such as slow-moving items, changes in customer demand, or market conditions. The group applies estimates in determining the net realisable value, which may be subject to uncertainty depending on market conditions and the specific circumstances of the stock.



4.


Turnover

Analysis of turnover has not been disclosed as, in the opinion of the directors', it would prejudice the group's interests.


5.


Other operating income

2025
2024
£
£

Government grants receivable
168,822
112,152

168,822
112,152


Page 25

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Research & development charged as an expense
2,149
36,045

Exchange differences
(17,333)
21,936

Other operating lease rentals
345,144
223,558

Depreciation charged of owned tangible fixed assets
126,302
265,716

Depreciation charged of held under finance leases
-
42,042

Amortisation of intangible assets
264,113
145,599


7.


Exceptional items

2025
2024
£
£



Exceptional items
869,805
91,651

869,805
91,651

Exceptional costs incurred during the year comprised costs associated with the restructuring of the Group's supply chain, related shipment and transition costs, product safety and compliance programmes, costs relating to expansion into new geographic markets, severance costs arising from the departure of a senior employee, and investor-director appointment fees.

Exceptional items comprise material items of expenditure which, due to their size and nature, have been disclosed separately to enable a better understanding of the Company's operational performance for the year.


8.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements
2,500
2,500

Fees payable to the Company's auditors in respect of:

The auditing of accounts of associates of the Company
10,500
9,775

Taxation compliance services
1,850
1,725

Page 26

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
5,327,153
3,385,720

Social security costs
655,481
330,271

Cost of defined contribution scheme
144,079
84,703

6,126,713
3,800,694


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Direct
69
47



Indirect
57
57

126
104

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

10.


Directors' remuneration



During the year retirement benefits were accruing to 4 directors (2024 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £189,522 (2024 - £NIL).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12,516 (2024 - £NIL).


11.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
427,552
300,624

Finance leases and hire purchase contracts
24,345
40,937

451,897
341,561

Page 27

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Taxation


2025
2024
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on profit
-
-

Factors affecting tax charge for the 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 differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
1,008,083
1,051,375


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
252,021
262,844

Effects of:


Non-tax deductible amortisation of goodwill and impairment
48,007
26,043

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
5,423
1,329

Utilisation of tax losses
(276,510)
(287,931)

Permanent capital allowances in excess of depreciation
(28,167)
(1,424)

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
(774)
(861)

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 28

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Intangible assets

Group and Company





Development expenditure
Computer software
Goodwill
Total

£
£
£
£



Cost


At 1 January 2025
886,069
406,364
155,000
1,447,433


Additions
567,819
30,249
-
598,068



At 31 December 2025

1,453,888
436,613
155,000
2,045,501



Amortisation


At 1 January 2025
239,368
60,575
124,000
423,943


Charge for the year on owned assets
157,768
90,845
15,500
264,113



At 31 December 2025

397,136
151,420
139,500
688,056



Net book value



At 31 December 2025
1,056,752
285,193
15,500
1,357,445



At 31 December 2024
646,701
345,789
31,000
1,023,490


Intangible fixed assets consist of software, development costs and internally generated intangible assets. These assets are measured at cost less accumulated amortisation and impairment. Amortisation is charged on a straight-line basis over their estimated useful economic lives, which are reviewed annually. Assets are assessed for impairment where indicators exist.

Page 29

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Tangible fixed assets

Group



Motor vehicles
Fixtures and fittings
Total

£
£
£



Cost or valuation


At 1 January 2025
36,650
2,108,016
2,144,666


Additions
-
276,759
276,759



At 31 December 2025

36,650
2,384,775
2,421,425



Depreciation


At 1 January 2025
36,650
1,976,160
2,012,810


Charge for the year on owned assets
-
126,302
126,302



At 31 December 2025

36,650
2,102,462
2,139,112



Net book value



At 31 December 2025
-
282,313
282,313



At 31 December 2024
-
131,856
131,856

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2025
2024
£
£



Plant and machinery
-
14,830

-
14,830

Page 30

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025
293,300



At 31 December 2025
293,300





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

BLK BOX Fitness Limited
Northern Ireland
Ordinary
100%


16.


Stocks

Group
Group
2025
2024
£
£

Raw materials and consumables
1,670,950
3,677,181

Finished goods and goods for resale
3,714,701
191,638

5,385,651
3,868,819


The difference between purchase price or production cost of stocks and their replacement cost is not material.

The carrying value of stocks are stated after provision for impairment of £161,177 (2024: £456,465).

Page 31

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Amounts owed by group undertakings
-
-
3,000,000
3,000,000

-
-
3,000,000
3,000,000


Group
Group
2025
2024
£
£


Trade debtors
3,915,409
2,521,229

Other debtors
5,134,261
2,819,828

Prepayments and accrued income
77,475
76,567

Tax recoverable
-
35,099

9,127,145
5,452,723


All trade debtors are due within one year within the group's normal terms. 

Trade debtors are shown after provision for impairment of £50,000 (2024: £50,000).



18.


Cash and cash equivalents

Group
Group
2025
2024
£
£

Cash at bank and in hand
891,239
895,760

891,239
895,760


Page 32

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans
198,132
197,373
-
-

Other loans
3,694,005
2,115,858
-
-

Trade creditors
2,628,012
1,613,069
-
-

Amounts owed to group undertakings
-
-
240,300
240,300

Other taxation and social security
864,405
296,399
-
-

Obligations under finance lease and hire purchase contracts
143,217
163,796
-
-

Other creditors
5,201,490
3,050,760
-
-

Accruals and deferred income
592,454
544,854
-
-

13,321,715
7,982,109
240,300
240,300


The repayment of trade creditors is in line with terms agreed with suppliers. 

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


20.


Creditors: Amounts falling due after more than one year

Group
Group
2025
2024
£
£

Bank loans
180,644
378,776

Other loans
582,403
884,568

Net obligations under finance leases and hire purchase contracts
255,823
397,801

1,018,870
1,661,145


Barclays Bank PLC hold a fixed and floating charge which contains negative pledge over the company's assets, including all present and future freehold/leasehold property and other property as is more particularly described in the debenture.

NI Growth Loan Fund II General Partner Limited hold a fixed and floating charge which contains a negative pledge over all the property or undertaking of the company.

Whiterock IFNI Debt GP Limited in its capacity as general partner for and on behalf of IFNI-DEBT LP hold a fixed and floating charge which contains a negative pledge over all the property or undertaking of the company.

The company's banking facilities are supported by guarantees provided by UK Government schemes, comprising an Export Credits Guarantee Department guarantee of £4.5m and a Department for Energy Security and Net Zero guarantee of £0.76m.

Net obligations under finance leases and hire purchase contracts are secured on the assets acquired.

Page 33

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2025
2024
£
£

Amounts falling due within one year

Bank loans
198,132
197,373

Other loans
3,694,005
2,115,858


3,892,137
2,313,231

Amounts falling due 1-2 years

Bank loans
180,644
378,776

Other loans
582,403
884,568


763,047
1,263,344



4,655,184
3,576,575



22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2025
2024
£
£

Within one year
143,217
163,796

Between 1-5 years
255,823
397,801

399,040
561,597

Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Page 34

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

23.


Provisions


Group






Warranty Provision

£





At 1 January 2025
134,769


Utilised in year
(34,269)



At 31 December 2025
100,500

Provision is made for potential warranty claims of up to 12 months, based on historical rates of replacement, against the group's products.


24.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



2,000 (2024 - 2,000) Ordinary shares of £0.00001 each
-
-
3,000,000 (2024 -3,000,000) Preference shares of £0.00001 each
30
30

30

30


25.


Analysis of net debt




At 1 January 2025
Cash flows
At 31 December 2025
£

£

£

Cash at bank and in hand

895,760

(4,521)

891,239

Debt due after 1 year

(1,263,344)

500,297

(763,047)

Debt due within 1 year

(2,313,231)

(1,578,906)

(3,892,137)

Finance leases

(561,597)

162,557

(399,040)


(3,242,412)
(920,573)
(4,162,985)

Page 35

 
BLK BOX FITNESS GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

26.


Pension commitments

The group operates a defined contribution pension scheme for its employees.

The assets of the scheme are held separately from those of the group in an independently administered fund.

The pension cost charge for the year represents contributions payable by the company to the fund. Contributions due at the year end are included within creditors.


27.


Commitments under operating leases

At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
350,000
350,000

Later than 1 year and not later than 5 years
29,167
379,167

379,167
729,167

The group leases its premises under a non-cancellable operating lease which commenced on 1
February 2024. The lease runs until 2 February 2027, at which point the group holds a break option.
Annual rent under the lease is £350,000. 


28.


Contingent liabilities

The company has received grant funding subject to compliance with specified conditions. Failure to meet these conditions could result in repayment of some or all of the grant. The directors are not aware of any circumstances that would give rise to repayment.


29.


Related party transactions

The group has taken the exemption in FRS102 not to disclose transactions with any companies that
are wholly owned within the group.


30.


Controlling party

The ultimate controlling party is Gregory Bradley by virtue of his shares in BLK BOX Fitness Group Limited.


31.


Auditor's liability limitation agreement

The directors on behalf of the company have entered into a Limited Liability Agreement with their auditors. The auditors liability is limited to an amount which is considered fair and reasonable. This has been disclosed in line with company's legislation.

Page 36