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Registered number: NI611745
BLK BOX FITNESS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BLK BOX FITNESS LIMITED
COMPANY INFORMATION
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Ben Stocks (appointed 13 February 2025)
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John McLaughlin (appointed 4 August 2025)
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Keith Michael McDermott (appointed 13 February 2025)
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Daniel Anderson (appointed 13 February 2025)
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AAB Group Accountants Limited
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BLK BOX FITNESS LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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BLK BOX FITNESS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the strategic report for the year ended 31 December 2025.
The Company 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 Company'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 Company'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.
2025 was a record year for the Group, with sales increasing to £26.7m (2024: £19.6m) and adjusted EBITDA increasing to £2.7m (2024: £1.9m), the highest levels of revenue and adjusted EBITDA achieved by the Company to date. This result was underpinned by continued growth in the Company's B2B channel and key accounts, together with strong margin performance following the transformation programmes carried out in recent years.
The Company'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 Company's key accounts with leading commercial gym operators, where the Company'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 Company 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 Company'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 Company's approach to innovation. 2025 saw meaningful investment in our internal R&D capability and the formalisation of the Company's new product development (NPD) process, building on its long-standing approach of working with clients to develop tailored solutions. The Company's NPD roadmap now holds a pipeline of opportunities to be developed over the coming years.
Operationally, the Company 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 Company. Significant remaining capacity at Belfast is expected to support future growth without a proportional increase in capital investment.
The Board is pleased with the Company'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 Company has the capability and capacity to deliver its ambitions.
Page 1
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BLK BOX FITNESS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Trading in 2026 has continued to perform strongly, with a number of key strategic accounts secured in the first half of the year. The Company 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.
Principal risks and uncertainties
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The core risks associated with the company 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 Company's activities are conducted in UK, Ireland and Internationally. The company'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 Company'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 Company'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 Company 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 Company will continue to take steps to ensure the current inflation crisis in the UK and global economy does not 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
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The board monitor the progress of the company by reference to the following financial KPIs, which are reviewed on a monthly basis.
Adjusted EBITDA is calculated by the addback of interest, taxation, depreciation, amortisation and exceptional items within the P&L.
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Page 2
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BLK BOX FITNESS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board on 2 September 2026 and signed on its behalf.
Page 3
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BLK BOX FITNESS 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.
The principal activity of the company is the design, manufacture and installation of strength and conditioning equipment.
The directors who served during the year and up to the date of signing the financial statements was:
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Ben Stocks (appointed 13 February 2025)
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John McLaughlin (appointed 4 August 2025)
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Keith Michael McDermott (appointed 13 February 2025)
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Daniel Anderson (appointed 13 February 2025)
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The results for the year are set out on page 10.
Ordinary dividends were paid amounting to £Nil (2024: £Nil). The director does not recommend payment of a final dividend.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 4
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BLK BOX FITNESS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The company reported a profit after tax of £1m for the year ended 31 December 2025 (2024: £1m) but had net liabilities of £172k as at 31 December 2025 (2024: £1.2m).
The directors have produced cash flow forecasts which indicate that the company 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 company's operations.These forecasts indicate that the company has sufficient liquidity to meet its day-to-day working capital requirements as they fall due. As at 31 December 2025, the company 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 company’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.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's 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's auditors are aware of that information.
The auditors, AAB Group Accountants Limited, will 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.
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BLK BOX FITNESS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLK BOX FITNESS LIMITED
We have audited the financial statements of BLK BOX Fitness Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 Company's affairs as at 31 December 2025 and of its 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.
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 Company 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
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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BLK BOX FITNESS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLK BOX FITNESS LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the 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
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In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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BLK BOX FITNESS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLK BOX FITNESS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
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.
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BLK BOX FITNESS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLK BOX FITNESS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Teresa Campbell (Senior Statutory Auditor)
for and on behalf of
AAB Group Accountants Limited
Statutory Auditors
1 - 3 Arthur Street
Belfast
Co. Antrim
BT1 4GA
2 September 2026
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BLK BOX FITNESS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Share of profit of joint venture
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Interest payable and similar expenses
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Profit for the financial year
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There was no other comprehensive income for 2025 (2024:£NIL).
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The notes on pages 13 to 31 form part of these financial statements.
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Page 10
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BLK BOX FITNESS LIMITED
REGISTERED NUMBER: NI611745
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 September 2026.
The notes on pages 13 to 31 form part of these financial statements.
Page 11
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BLK BOX FITNESS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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The notes on pages 13 to 31 form part of these financial statements.
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Page 12
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
BLK BOX Fitness Limited is a private company limited by shares incorporated in Northern Ireland. The
registered office is 4 Cloughfern Avenue, Newtownabbey, Co. Antrim, Northern Ireland, BT37 0UH.
2.Accounting policies
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Basis of preparation of financial statements
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These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicale in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of BLK Box Fitness Group Limited
The company reported a profit after tax of £1m for the year ended 31 December 2025 (2024: £1m) but had and net liabilities of £172k as at 31 December 2025 (2024: £1.2m).
The directors have produced cash flow forecasts which indicate that the company 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 company's operations.These forecasts indicate that the company has sufficient liquidity to meet its day-to-day working capital requirements as they fall due. As at 31 December 2025, the company 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 company’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 13
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP and these 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 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'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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Operating leases: the Company as lessee
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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.
Page 14
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 3-10 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.
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 Statement of Comprehensive Income in the same period as the related expenditure.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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.
The estimated useful lives range as follows:
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3-10 years using the straight line method
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3-10 years using the straight line method
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Page 16
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
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.
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.
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:
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.
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.
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.
Page 17
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Cash and cash equivalents
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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.
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.
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Provisions for liabilities
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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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company'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.
Page 18
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
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 assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of
Page 19
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company 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 Company's contractual obligations expire or are discharged or cancelled.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the company’s accounting policies, the director is 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 and releases to the profit and loss account require an element of judgement and estimate to form the basis of the year end liability. The company prepares detailed calculations formed on the basis of prior year data, current year results and suitably justified forecasts over future year performance. See provisions note for the warranty provision brought forward and the releases to the profit and loss account in the year.
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 company 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 company regularly assesses the carrying value of its inventory 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 inventory. 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 company applies estimates in determining the net realisable value, which may be subject to uncertainty depending on market conditions and the specific circumstances of the inventory.
Page 20
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover has not been disclosed as, in the opinion of the directors', it would prejudice the Company's interests.
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Government grants receivable
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The operating profit is stated after charging:
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Research & development charged as an expense
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Other operating lease rentals
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Depreciation charged of owned tangible fixed assets
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Depreciation charged of held under finance leases
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Amortisation of intangible assets
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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.
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Page 21
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 22
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 4 directors (2024 - 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £189,522 (2024 - £NIL).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12,516 (2024 - £NIL).
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Interest payable and similar expenses
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Finance leases and hire purchase contracts
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Page 23
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
12.Taxation (continued)
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Factors affecting tax charge for the year
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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:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Utilisation of tax losses
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Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 24
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charge for the year on owned assets
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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.
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Page 25
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charge for the year on owned assets
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Raw materials and consumables
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Finished goods and goods for resale
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The carrying value of stocks are stated after provision for impairment of £161,177 (2024 - £456,465).
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Page 26
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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All trade debtors are due within one year within the company's normal terms.
Trade debtors are shown after provision for impairment of £50,000 (2024: £50,000).
Amounts owed by group undertakings are unsecured, interest free, and repayable on demand.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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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.
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Page 27
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Secured Creditors:
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.
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Page 28
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due after more than one year
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Finance lease payments represent rentals payable by the company 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.
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Page 29
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Provision is made for potential warranty claims of up to 12 months, based on historical rates of replacement, against the company's products.
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Allotted, called up and fully paid
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3 (2024 - 3) Ordinary Share Capital shares of £1.00 each
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The company operates a defined contribution pension scheme for its employees.
The assets of the scheme are held separately from those of the company 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.
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Commitments under operating leases
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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The company 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 company holds a break option. Annual rent under the lease is £350,000.
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Page 30
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BLK BOX FITNESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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Related party transactions
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The Company is a wholly owned subsidiary of BLK BOX Fitness Group Limited.
The company has taken the exemption in FRS102 not to disclose transactions with any companies that
are wholly owned within the group.
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The company's parent company is BLK Box Fitness Group Limited, a company incorporated in Northern Ireland. BLK Box Fitness Limited is controlled by Gregory Bradley by virtue of his shares in the parent company. The address of the registered office is 4 Cloughfern Avenue, Newtownabbey, Northern Ireland, BT37 0UH.
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Auditor's liability limitation agreement
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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 31
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