Company registration number 00274942 (England and Wales)
BLACKHEATH GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
BLACKHEATH GROUP LIMITED
COMPANY INFORMATION
Directors
R I Foster
D Griffiths
Miss C R Foster
Secretary
D Griffiths
Company number
00274942
Registered office
Unit 4 Fairfield Park
Fairfield Road
Halesowen
West Midlands
B62 9JL
Auditor
Sumer Auditco Limited
West Point, Second Floor
Mucklow Office Park
Mucklow Hill
Halesowen
West Midlands
England
B62 8DY
BLACKHEATH GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Consolidated statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Notes to the financial statements
15 - 30
BLACKHEATH GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Review of the business

Blackheath Products Limited completed its second full calendar year in 2025 as the sole trading company of Blackheath Group Limited.

Blackheath Products Limited operates from 1st class warehousing facilities near Halesowen in Central England with links to the major road transport network for the distribution of its products.

As corporate trustee to Blackheath Group Employee Ownership Trust, Blackheath Group EOT Limited ensures the commercial ethos of the Group is preserved.

This is achieved by regular meetings with the board of the trading business, Blackheath Products Limited to ensure that the long term value of the Group is protected. The trustees also make sure there is positive engagement with employees on the success and growth of the Group.

As Blackheath Group Employee Ownership Trust is the ultimate controlling party, it also monitors business performance to ensure the legal and financial obligations of the EOT are achieved.

 

Development and Performance

In 2025, the Group achieved revenues of £24,892,849, up 8.7% on 2024 [£22.9m].

Operating profits in 2025 were £1,869,917 which were lower than last year, mainly due to an exceptional profit on disposal of property in 2024 of £627,110.

The net assets of £11,606,360 in 2025, are a slight increase on 2024.

The former shareholders are prepared to wait many years for the deferred loans due from the Blackheath Group Employee Ownership Trust be repaid, in accordance with the share purchase deed, to ensure the future stability of the trading company, Blackheath Products Limited.

The Group uses several financial and non-financial Key Performance Indicators (KPIs) to measure and manage performance against previous periods and business targets. The Directors and Trustees continue to review the performance of Blackheath Products Limited to ensure that adequate financial resources are available to enable that Company's growth.

The continuing levels of uncertainty around the general “cost-of-living” concerns, the slowdown in the construction and house building industry, the prevailing economic conditions and the geopolitical situation present a challenging environment.

The Group will continue to manage these risks by continual investment in staff training, new product development, sales, marketing, stock control, IT systems, transport equipment and a policy of careful cash management to maintain the Group’s competitive edge.

The Directors are confident that good operating profits will be maintained this coming year with continued growth targets in place.

 

Health and Safety

The Group continues to be committed to the highest practicable standards of health and safety management and has applied significant measures to create a safe environment for staff, customers and suppliers.

 

Environmental Matters

The Group recognises its corporate responsibility to carry out its operations whilst minimising environmental impacts. The Directors' continued aim is to comply with all applicable environmental legislation, prevent pollution and reduce waste wherever possible.

BLACKHEATH GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal Risks

The risks facing the Group are constantly monitored and assessed by the board. The primary risks are as follows:

Price and Product Supply

The Group operates in a competitive market within the commercial and residential construction industry whereby price, service and quality of product are key to ensuring Blackheath Products remains a market leading distributor.

The ongoing conflicts in Ukraine and the Middle East along with the general geopolitical uncertainties continue to create both product supply and price inflation problems, which the Group has been able to take account of and put processes in place to mitigate.

We remain confident in our ability to continue to grow in this environment due to our strong financial position and will continue to invest in innovative products and efficient service provision.

Credit Risk

The Group has a policy that requires credit checks on potential customers before sales are made, in line with the terms of its credit insurance. The amount of exposure to any individual counterparty is subject to a limit, which is assessed regularly by the board.

Liquidity Risk

The Group’s objective is to maintain a balance between ensuring the Group has funds for its operations, investment in capital expenditure and the repayment of the deferred loans to the previous shareholders by applying a policy of very careful cash management.

Talent Retention and Skills Shortage

The industry faces a shortage of skilled labour, the Group addresses this through competitive compensation and a strong focus on employee engagement, ongoing professional development and welfare.

On behalf of the board

D Griffiths
Director
22 August 2026
BLACKHEATH GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

Principal activities

The principal activity of the Group is the distribution of decorative HPL, solid surface, ceramic slabs, flooring and ancillary goods for the commercial and residential construction market sectors through its trading Company, Blackheath Products Limited.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

R I Foster
D Griffiths
Miss C R Foster
Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors' interests

The directors' beneficial interests in the shares of the company were as stated below:

Ordinary shares of £1 each
31 December 2025
31 December 2024
R I Foster
-
-
D Griffiths
-
-
Miss C R Foster
-
-
Ordinary 'A' shares of £1 each
31 December 2025
31 December 2024
R I Foster
-
-
D Griffiths
-
-
Miss C R Foster
-
-
Ordinary 'B' shares of £1 each
31 December 2025
31 December 2024
R I Foster
-
-
D Griffiths
-
-
Miss C R Foster
-
-
Participating preference of £1 each
31 December 2025
31 December 2024
R I Foster
-
-
D Griffiths
-
-
Miss C R Foster
-
-

The directors have not been granted nor have exercised any right to subscribe for shares in the company during the year.

 

On 9 March 2023, all of the above shareholders sold their interests in Blackheath Group Limited to the Employee Ownership Trust, whose corporate trustee is Blackheath Group EOT Limited.

BLACKHEATH GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Auditor

Sumer Auditco Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect oftrue:

 

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
R I Foster
D Griffiths
Director
Director
22 August 2026
BLACKHEATH GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLACKHEATH GROUP LIMITED
- 5 -
Opinion

We have audited the financial statements of Blackheath Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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 and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions on other matters prescribed by the Companies Act 2006

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

BLACKHEATH GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BLACKHEATH GROUP LIMITED
- 6 -
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 their 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

We considered the nature of the group's industry and its control environment, and obtained an understanding of the legal and regulatory framework that the group operates in, and identified the key laws and regulations that:

We discussed among the audit team and any internal specialists the risk of fraud within the financial statements and where it is most likely to occur.

As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our specific procedures performed to address them are described below:

 

Stock Valuation – we performed the following procedures:

BLACKHEATH GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BLACKHEATH GROUP LIMITED
- 7 -

We also considered the risk of fraud through management override and in response we incorporated testing of manual journal entries into our audit approach. As well as assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of the business.

In addition to the above, our procedures to respond to the risks also included:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- Examining legal expenses codes during the financial year and post year end to identify any none compliance with laws and regulations or ongoing disputes.

- Reviewing various correspondence with key customers, HMRC and internal reports at both company and group level.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr Martin Bradley FCCA (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Chartered Certified Accountants
West Point, Second Floor
Mucklow Office Park
Mucklow Hill
Halesowen
West Midlands
B62 8DY
England
17 September 2026
BLACKHEATH GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
24,892,849
22,907,065
Cost of sales
(18,242,324)
(16,704,154)
Gross profit
6,650,525
6,202,911
Distribution costs
(491,817)
(544,972)
Administrative expenses
(4,288,791)
(3,272,963)
Operating profit
4
1,869,917
2,384,976
Interest receivable and similar income
6
70,317
114,005
Interest payable and similar expenses
7
-
0
(2,221)
Amounts written off investments
8
(3,176)
-
Profit before taxation
1,937,058
2,496,760
Tax on profit
9
(483,299)
(477,310)
Profit for the financial year
1,453,759
2,019,450
Profit for the financial year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

BLACKHEATH GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
£
£
Profit for the year
1,453,759
2,019,450
Other comprehensive income
-
0
-
0
Total comprehensive income for the year
1,453,759
2,019,450
Total comprehensive income for the year is all attributable to the owners of the parent company.
BLACKHEATH GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
-
0
-
0
Tangible assets
11
1,149,144
774,736
1,149,144
774,736
Current assets
Stocks
15
6,813,777
7,459,190
Debtors
16
2,955,186
3,167,156
Cash at bank and in hand
3,046,984
2,565,582
12,815,947
13,191,928
Creditors: amounts falling due within one year
17
(2,177,731)
(2,457,240)
Net current assets
10,638,216
10,734,688
Total assets less current liabilities
11,787,360
11,509,424
Provisions for liabilities
Deferred tax liability
18
181,000
85,000
(181,000)
(85,000)
Net assets
11,606,360
11,424,424
Capital and reserves
Called up share capital
20
99,500
99,500
Profit and loss reserves
11,506,860
11,324,924
Total equity
11,606,360
11,424,424

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 22 August 2026 and are signed on its behalf by:
22 August 2026
R I Foster
D Griffiths
Director
Director
Company registration number 00274942 (England and Wales)
BLACKHEATH GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
101
201
101
201
Current assets
Debtors
16
87,890
76,148
Cash at bank and in hand
19,109
40,901
106,999
117,049
Creditors: amounts falling due within one year
17
(7,231)
(14,731)
Net current assets
99,768
102,318
Net assets
99,869
102,519
Capital and reserves
Called up share capital
20
99,500
99,500
Profit and loss reserves
369
3,019
Total equity
99,869
102,519

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,272,350 (2024 - £1,976,828 profit).

The financial statements were approved by the board of directors and authorised for issue on 22 August 2026 and are signed on its behalf by:
22 August 2026
R I Foster
D Griffiths
Director
Director
Company registration number 00274942 (England and Wales)
BLACKHEATH GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
99,500
11,349,285
11,448,785
Year ended 31 December 2024:
Profit and total comprehensive income
-
2,019,450
2,019,450
Capital contributions to EOT
-
(2,043,811)
(2,043,811)
Balance at 31 December 2024
99,500
11,324,924
11,424,424
Year ended 31 December 2025:
Profit and total comprehensive income
-
1,453,759
1,453,759
Disposal of shares in subsidiary
-
3,177
3,177
Capital contributions to EOT
-
(1,275,000)
(1,275,000)
Balance at 31 December 2025
99,500
11,506,860
11,606,360
BLACKHEATH GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
99,500
70,002
169,502
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
1,976,828
1,976,828
Capital contributions to EOT
-
(2,043,811)
(2,043,811)
Balance at 31 December 2024
99,500
3,019
102,519
Year ended 31 December 2025:
Profit and total comprehensive income
-
1,272,350
1,272,350
Capital contributions to EOT
-
(1,275,000)
(1,275,000)
Balance at 31 December 2025
99,500
369
99,869
BLACKHEATH GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
2,958,183
1,388,787
Interest paid
-
0
(2,221)
Income taxes paid
(482,330)
(306,417)
Net cash inflow from operating activities
2,475,853
1,080,149
Investing activities
Purchase of tangible fixed assets
(834,601)
(507,662)
Proceeds on disposal of tangible fixed assets
44,833
780,373
Interest received
70,317
114,005
Net cash (used in)/generated from investing activities
(719,451)
386,716
Financing activities
Capital contributions to EOT
(1,275,000)
(2,043,811)
Net cash used in financing activities
(1,275,000)
(2,043,811)
Net increase/(decrease) in cash and cash equivalents
481,402
(576,946)
Cash and cash equivalents at beginning of year
2,565,582
3,142,528
Cash and cash equivalents at end of year
3,046,984
2,565,582
BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
1
Accounting policies
Company information

Blackheath Group Limited (“the Company”) is a company limited by shares, domiciled and incorporated in England and Wales. The registered office is Unit 4 Fairfield Park, Fairfield Road, Halesowen, West Midlands, B62 9JL.

 

The Group consists of Blackheath Group Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

The consolidated financial statements incorporate those of Blackheath Group Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

 

All financial statements are made up to 31 December 2025.

 

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.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably.

BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery
25% p.a. reducing balance basis
Computer equipment
25% p.a. reducing balance basis
Motor vehicles
33.3% p.a. straight line basis

Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss and included in ‘other operating gains/(losses)’.

1.6
Impairment of fixed assets

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined on a first in, first out basis. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 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 and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -

Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

 

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

 

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.10
Equity instruments

Ordinary shares are classified as equity. Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities in the financial statements in the period which the dividends and other distributions are approved by the company's shareholders. These amounts are recognised in the statement of changes in equity.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.12
Employee benefits

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.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.15

Foreign Exchange differences

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

2
Judgements 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.

BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 20 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 11 for the carrying amount of the plant and equipment, and note 1.5 for the useful economic lives for each class of assets.

Stock provision

The company distributes laminated plastic products and ancillary goods and is subject to changing consumer demands. As a result it is necessary to consider the recoverability of the cost of stock and the associated provision required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of finished goods. See note 15 for the net carrying amount of the stock provision.

Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 16 for the net carrying amount of the debtors and associated impairment provision.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Distributions of laminated plastic products and ancillary goods
24,892,849
22,907,065
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
24,892,849
22,907,065
2025
2024
£
£
Other revenue
Interest income
70,317
114,005
BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
(Profit)/Loss on foreign exchange transactions
38,481
7,207
Depreciation of owned tangible fixed assets
458,163
401,818
(Profit)/Loss on disposal of tangible fixed assets
(42,803)
(682,927)
Cost of stocks recognised as an expense
16,756,831
15,544,214
Operating lease charges
474,122
474,122
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Administrative and sales staff
26
25
-
-
Warehouse staff and transport
37
33
-
-
Directors
3
3
3
3
Management
4
8
-
-
Total
70
69
3
3

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,828,128
2,353,381
-
0
-
0
Social security costs
265,095
239,527
-
-
Pension costs
99,602
87,688
-
0
-
0
3,192,825
2,680,596
-
0
-
0
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
66,820
112,230
Other interest income
3,497
1,775
Total income
70,317
114,005
BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
7
Interest payable and similar expenses
2025
2024
£
£
Other finance costs:
Other interest
-
2,221
8
Amounts written off investments
2025
2024
£
£
Other gains and losses
(3,176)
-
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
392,000
477,000
Adjustments in respect of prior periods
(4,701)
310
Total current tax
387,299
477,310
Deferred tax
Origination and reversal of timing differences
96,000
-
0
Total tax charge
483,299
477,310
BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Taxation
(Continued)
- 23 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
1,937,058
2,496,760
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
484,265
624,190
Tax effect of expenses that are not deductible in determining taxable profit
3,451
3,484
Gains not taxable
-
0
(156,777)
Unutilised tax losses carried forward
41
6,005
Group relief
(4,189)
-
0
Other non-reversing timing differences
4,394
(442)
Under/(over) provided in prior years
(4,701)
310
Depreciation
114,541
100,454
Capital allowances
(199,802)
(85,960)
Profit on disposal of assets
(10,701)
(13,954)
Deferred taxation
96,000
-
0
Tax expense for the year
483,299
477,310
10
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Fixed asset investments
12
3,176
-
Recognised in:
Amounts written off investments
3,176
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

 

This represents the write-off of negative reserves in Heath Land and Property Limited, a subsidiary of Blackheath Group Limited, as this company was struck off on 3 March 2026.

BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
11
Tangible fixed assets
Group
Plant and machinery
Computer equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2025
2,169,254
694,768
1,107,752
3,971,774
Additions
98,584
53,556
682,461
834,601
Disposals
-
0
-
0
(156,792)
(156,792)
At 31 December 2025
2,267,838
748,324
1,633,421
4,649,583
Depreciation and impairment
At 1 January 2025
1,969,145
632,219
595,674
3,197,038
Depreciation charged in the year
65,047
19,323
373,793
458,163
Eliminated in respect of disposals
-
0
-
0
(154,762)
(154,762)
At 31 December 2025
2,034,192
651,542
814,705
3,500,439
Carrying amount
At 31 December 2025
233,646
96,782
818,716
1,149,144
At 31 December 2024
200,109
62,549
512,078
774,736
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
101
201
During the year Heath Land and Property Limited, a subsidiary of Blackheath Group Limited was dissolved.
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
201
Disposals
(100)
At 31 December 2025
101
Carrying amount
At 31 December 2025
101
At 31 December 2024
201
BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Blackheath Products Limited
United Kingdom
Ordinary
100.00
Blackheath Group EOT Limited
United Kingdom
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Blackheath Products Limited
11,506,489
1,473,571
Blackheath Group EOT Limited
1
-
0
14
Financial instruments
Group
Company
2025
2024
2025
2024
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
2,751,260
2,919,835
87,000
75,984
Equity instruments measured at cost less impairment
99,500
99,500
99,500
99,500
Carrying amount of financial liabilities
Measured at amortised cost
1,451,834
1,601,879
7,231
14,101
15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
6,813,777
7,459,190
-
0
-
0

The current replacement cost of stock is not materially different from the historic cost.

 

Stock is stated after a provision for impairment of £316,352 (2024: £354,342).

 

BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,751,260
2,919,835
-
0
-
0
Corporation tax recoverable
-
0
14,648
-
0
-
0
Amounts due from subsidiary undertakings
-
0
-
0
87,000
75,984
Other debtors
820
-
0
820
-
0
Prepayments and accrued income
203,106
232,673
70
164
2,955,186
3,167,156
87,890
76,148

Trade debtors are stated after provisions for impairment of £10,515 (2024: £14,363).

Amounts due from group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.

17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
1,298,361
1,458,357
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1
1
Corporation tax payable
132,320
242,000
-
0
-
0
Other taxation and social security
593,577
613,361
-
0
630
Other creditors
32,124
34,883
-
0
5,000
Accruals and deferred income
121,349
108,639
7,230
9,100
2,177,731
2,457,240
7,231
14,731

Amounts due to group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.

18
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2025
2024
Group
£
£
ACAs
181,000
85,000
The company has no deferred tax assets or liabilities.
BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
18
Deferred taxation
(Continued)
- 27 -
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
85,000
-
Charge to profit or loss
96,000
-
Liability at 31 December 2025
181,000
-
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
99,602
87,688

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

20
Share capital
Group and company
2025
2024
Ordinary share capital
£
£
Authorised
98,915 Ordinary 'A' shares of £1 each
98,915
98,915
585 Ordinary 'B' shares of £1 each
585
585
99,500
99,500
Issued and fully paid
98,915 Ordinary 'A' shares of £1 each
98,915
98,915
585 Ordinary 'B' shares of £1 each
585
585
99,500
99,500
Authorised
500 Participating preference of £1 each
500
500

 

The A Shares and B Shares shall rank pari passu and are regarded as separate classes of shares for the purpose of dividends only.

BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
21
Financial commitments, guarantees and contingent liabilities

Group

There were no contingent liabilities at the balance sheet date (2024: £Nil).

 

Company

The company's bankers hold a multilateral guarantee dated 17 September 2009 with Blackheath Products Limited. At the balance sheet date the liability under this guarantee amounted to £Nil. (2024 - £Nil).

22
Operating lease commitments

Operating lease payments represent rentals payable by the company for the use of property.

 

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
474,122
474,122
-
-
Between two and five years
1,896,488
1,896,488
-
-
In over five years
3,318,854
3,792,976
-
-
5,689,464
6,163,586
-
-
23
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2025
2024
2025
2024
£
£
£
£
Acquisition of motor vehicles
215,204
92,469
-
-
BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
24
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
482,133
480,301

No guarantees have been given or received.

Related Business
The following company is a related party of Blackheath Group Limited:
Name of Business
Nature of relationship
Fairfield Park Limited
The shareholders of Fairfield Park Limited were the former owners of Blackheath Group Limited up until the end of the financial year ended 2023. R I Foster and Miss C R Foster are Directors of this company and were also both Directors of Fairfield Park Limited until R I Foster resigned as Director on 20 June 2024.
And the following transactions took place with the company during the year:
Name of Business
Nature of Transaction
Amount
Balance due (to) / from other party
£
£
Fairfield Park Limited
Rent paid
474,122
-
All related party transactions
During the year two loan note repayments totaling £1,275,000 were made by Blackheath Products Limited on behalf of Blackheath Group EOT Limited, the corporate trustee of Blackheath Group Employee Ownership Trust.
BLACKHEATH GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
25
Controlling party

The ultimate controlling party is Blackheath Group Employee Ownership Trust whose corporate trustee is Blackheath Group EOT Limited.

26
Cash generated from group operations
2025
2024
£
£
Profit after taxation
1,453,759
2,019,450
Adjustments for:
Taxation charged
483,299
477,310
Finance costs
-
0
2,221
Investment income
(70,317)
(114,005)
Gain on disposal of tangible fixed assets
(42,803)
(682,927)
Depreciation and impairment of tangible fixed assets
458,163
401,818
Other gains and losses
3,176
-
Movements in working capital:
Decrease/(increase) in stocks
645,413
(409,500)
Decrease/(increase) in debtors
197,322
(562,033)
(Decrease)/increase in creditors
(169,829)
256,453
Cash generated from operations
2,958,183
1,388,787
27
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
138,335
139,456
Company pension contributions to defined contribution schemes
4,781
4,642
143,116
144,098
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