The directors present the strategic report for the period ended 31 December 2025.
On 30th May 2025, the William Blythe board led a management buyout (MBO) with H2 Equity Partners to purchase the company from Synthomer plc. This has led to the creation of the William Blythe Group.
The performance of the group since inception has been profitable, while there are no direct metrics to use for comparative reasons as there are no previously consolidated results as this is the first year of consolidated financial statements for William Blythe Group Limited.
For the group turnover was £31,772,390 which is all attributable to the main trading company William Blythe Limited. William Blythe Limited sold 1,721 tonnes of finished goods during the period since acquisition to 31 December 2025. Turnover has shown a strong growth in the period, as a result of both an increase in the total volume of products sold and an increase the selling price, which was driven by an increase in the price of raw materials.
The group gross profit for the financial year increased to £10,271,727, 32.3% of turnover.
The profit before tax for the year was £1,938,959, 6.1% of turnover.
Net assets as at 31st December 2025 were £2,952,970.
Trading in the first half of the current financial year has been strong with the total volumes sold (tonnes) by the main trading company being up by 16.3% on the same period last year.
After making enquiries, and on the basis outlined in note 1.2 to the financial statements, the directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
The Directors have considered and debated a range of substantial possible scenarios on the Group’s operations, financial position and forecasts covering a period of at least the next 12 months to July 2027. The Group continues to be cash generative and taking into account reasonable possible changes in trading performance along with other mitigating factors available to them, the Directors have a reasonable expectation that the Group and Company will continue to be so under the scenarios explored.
The Directors consider that the key financial performance indicators are those that communicate the financial controls and strength of the Company and Group as a whole, these being volumes sold (tonnes), gross margin, earnings before interest, tax, depreciation, and amortisation (EBITDA), working capital and return on capital employed.
Following the MBO on 30th May 2025, the Group has been and continues to invest in its facilities, capabilities, people and brand to continue to grow the business and maximise the return on those investments
Input price fluctuations on the main raw materials
To carry out its principal activities the main trading Company requires a reliable and timely supply of raw materials. Many of these raw material markets have experienced uncertainty in recent years, however the main trading Company maintains strong relationships with its suppliers to ensure the availability of material at competitive prices.
Competitive risk management
The main trading Company’s activities are subject to competitive pressure across its global markets. The risk of losing sales or market share is mitigated by the main trading Company’s commitment to work closely with its customers to provide an individual and tailored service in line with the customer’s needs.
Financial risk management
The main trading Company trades in Euros and United States Dollars and is therefore subject to the risk of adverse exchange rate movements. These exchange rate risks are managed by the use of forward contracts and internal hedging arrangements.
Interest rate risk
The Group is exposed to fair value interest rate risk on its borrowings. The Group has entered into agreements with the group lending company so as to minimise its exposure to changes in interest rates.
Credit risk
Investments of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria approved by the board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis, and provision is made for doubtful debts whenever considered necessary.
Liquidity risk
The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business.
In accordance with their duties under section 172(1) of the Companies Act 2006, the Directors have collectively and individually acted in a way that they consider, in good faith, promotes the success of the Company for the benefit of its members as a whole. In doing so, the Directors have had regard to the factors set out in section 172(1)(a) to (f), as described below.
How the Directors have regard to the s172 factors
Factor | Explanation of how the Directors have regard to this factor |
(a) The likely consequences of any decision in the long term | The Directors make decisions within the context of the Company’s medium‑ to long‑term strategy and shareholder expectations on investment return. The Company has a five‑year strategic plan which incorporates both organic and acquisitive growth. This planning horizon requires the Board to consider the sustainability of revenue streams, capital investment requirements, and the long‑term resilience of the business model. Major decisions taken during the year were evaluated for their long‑term operational, financial and strategic impact. |
(b) The interests of the Company’s employees | Our employees are a core stakeholder group whose interests are actively considered. The Board receives regular updates on workforce matters including recruitment, retention, training, wellbeing, and organisational culture. Where decisions may affect employees, the Board considers operational impact, communication requirements, and the need to maintain a stable and engaged workforce. |
(c) The need to foster business relationships with suppliers, customers and others | The Directors recognise that strong commercial relationships underpin the Company’s ability to deliver its strategy. The Company’s key stakeholders include customers, suppliers, HMRC, regulators and lending partners. During the year, the Board oversaw initiatives to strengthen customer engagement, maintain reliable supplier relationships, and ensure transparent dealings with lending partners. Where contractual or operational changes were proposed, the Board considered their impact on service quality, continuity, and long‑term commercial partnerships. |
(d) The impact of the Company’s operations on the community and the environment | The Board acknowledges its responsibility to operate in a way that supports the communities in which the Company works and minimises environmental impact. Decisions relating to operational practices, procurement, and investment were assessed for environmental implications, including resource efficiency, emissions, and compliance with relevant environmental standards. |
(e) The desirability of the Company maintaining a reputation for high standards of business conduct | The Company’s reputation is a key asset. The Board considers compliance, governance, ethical conduct, and regulatory expectations when making decisions. The Directors receive regular updates on regulatory matters and ensure that policies, controls and behaviours support high standards of business conduct. |
(f) The need to act fairly between members of the Company | The Board ensures that decisions are made transparently and in alignment with shareholder expectations. The Board engages through regular reporting, forecasting and discussion, ensuring that decisions are fair, proportionate and consistent with the Company’s strategic objectives. |
The Board considered the s172 factors in relation to several principal decisions during the financial year, including:
Key decision area | How s172 factors were considered |
Strategic planning and investment decisions | When reviewing the five‑year strategic plan, the Board evaluated long‑term financial sustainability, market conditions, and the balance between organic and acquisitive growth. This involved weighing shareholder expectations against operational capacity, employee capability, and the need to maintain strong customer and supplier relationships. |
Operational changes affecting employees | Where operational adjustments were required, the Board considered workforce impact, including training needs, role changes and communication requirements. Decisions were informed by management insight and, where appropriate, external advice, ensuring that employee interests were properly considered. |
Customer and supplier contract management | The Board reviewed key customer and supplier arrangements to ensure continuity of service, commercial viability and long‑term value. Decisions were made with regard to maintaining strong relationships, ensuring reliable delivery, and supporting the Company’s reputation for high standards. |
Regulatory and compliance matters | The Board considered regulatory expectations in all principal decisions, ensuring that operational changes, financial arrangements and governance processes aligned with legal and regulatory requirements. The Company’s relationships with regulators and HMRC were factored into decision‑making. |
Balancing stakeholder needs | The Board recognises that stakeholder interests may occasionally conflict. In such cases, the Directors consider the long‑term implications, seek management and external advice where appropriate, and make decisions that best support the Company’s sustainable success. |
Through this approach, the Directors seek to ensure that the Company’s decisions are balanced, transparent and aligned with its long‑term sustainable success.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 December 2025.
The results for the period are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Preference dividends were accrued amounting to £118,167. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
As the group has consumed more than 40,000 kWh of energy in this reporting period, it does not qualify as a low energy user under these regulations and is required to report on its emissions and energy consumption.
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2023 UK Government’s Conversion Factors for Company Reporting
The chosen intensity measurement ratio is calculated using the volume of production output in tonnes.
The William Blythe group recognises our responsibility towards protecting the environment and lowering our carbon footprint, and endeavour to adopt high standards of environmental practices.
During 2025 the group has undertaken the following:
Commenced the installation of a new sodium stannate reactor which is expected to be 32% per tonne more energy efficient than our current production process.
Commissioned the installation of solar panels to reduce electricity consumption by over 9%
Investment in our head office (new roof, new windows, new LED lighting, new central heating) to reduce our energy consumption.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of William Blythe Group Limited, (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise 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).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:
the nature of the industry and sector, control environment and business performance including the design of the Group and Parent Company's remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
results of our enquiries of management about their own identification and assessment of the risks of irregularities;
the matters discussed among the audit engagement team and relevant specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;
any matters we identified having obtained and reviewed the Group and Parent Company's documentation of their policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals and complex transactions; and manipulating the Group and Parent Company's performance profit measures and other key performance indicators to meet remuneration targets and externally communicated targets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group and Parent Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety regulations, pensions legislation and tax legislation.
Audit response to risks identified
Our procedures to respond to risks identified included the following:
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;
reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and
in addressing the identified risks of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The notes on pages 18 to 39 form part of these financial statements.
The notes on pages 18 to 39 form part of these financial statements.
The notes on pages 18 to 39 form part of these financial statements.
As permitted by section 408 of the 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 £0.
The notes on pages 18 to 39 form part of these financial statements.
The notes on pages 18 to 39 form part of these financial statements.
The notes on pages 18 to 39 form part of these financial statements.
William Blythe Group Limited, (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Bridge Street, Church, Oswaldtwistle, Accrington, Lancashire, BB5 4PD.
The group consists of William Blythe Group Limited, and all of its subsidiaries.
During the current financial year, the group changed its reporting date from 31 October to 31 December. This change was made to better align the financial reporting cycle with operational and strategic planning timelines.
The company has prepared financial statements for the extended period from 25 October 2024 to 31 December 2025, resulting in a financial year of 14 months and 6 days. As this is the first set of financial statements since incorporation, there are no comparative figures.
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 under the historical cost convention, modified to include the revaluation of properties The principal accounting policies adopted are set out below.
The 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 for parent company information presented within the consolidated financial statements:
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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company William Blythe Group Limited, together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have 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.
The group is profitable throughout the current period, maintains healthy reserves and has a strong pipeline of work. The group also has appropriate financing facilities in place which are not due to expire in the short term. In addition, further funding remains available and is being utilised to support ongoing investment in the site, with the aim of improving operational efficiencies and manufacturing processes. The group is financially strong and, whilst support from the ultimate parent would be available if required, the directors do not currently rely on such support and do not expect this to be necessary.
Having considered the above factors, together with forecasts and cash flow projections, the directors are satisfied that the company 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.
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 rebates.
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.
Turnover represents the invoiced amount of goods sold net of sales rebates, early settlement discounts and
VAT. The turnover is wholly attributable to the principal activities of the Company.
Research expenditure is written off against profits in the year in which it is incurred.
Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Assets under construction are not depreciated. Assets under construction are transferred to software, land and building or plant, machinery and equipment upon completion. Depreciation is charged when these assets become available for use.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period 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. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
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, 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.
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.
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.
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.
Basic financial liabilities, including creditors, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
The Group provides a defined contribution plan for its employees, including annual bonus arrangement and paid holiday arrangements.
Annual bonus plan
The Group operates an annual bonus plan for employees. An expense is recognised in the profit and loss account when the Group has a legal or constructive obligation to make payments under the plan as a result of past events, future payments are probable to settle the obligation and a reliable estimate of the obligation can be made.
Defined contribution pension obligation
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid, the Group has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
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.
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 in the period are included in profit or loss.
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.
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.
The company considers the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated salability of finished goods.
Following a review undertaken of fixed assets, the estimated useful economic lives of certain asset classes have been amended to better reflect usage. The change has been treated as a change in accounting estimate and applied prospectively under FRS 102.
The company has considered the amortisation period of the negative goodwill arising on acquisition. When calculating the amortisation period management considered the attributable assets to which the negative goodwill arises.
Exceptional costs of £961,318 were recognised during the year in respect of acquisition-related expenditure and associated transaction costs incurred in connection with the acquisition of William Blythe Limited by William Blythe Bidco Limited from Synthomer plc. These costs comprise professional fees and other directly attributable transaction expenses arising from the acquisition process.
The directors consider these costs to be exceptional due to their size and nature, as they relate to a significant one-off corporate transaction and are not expected to recur as part of the Group's normal operating activities. Accordingly, they have been disclosed separately within the consolidated statement of comprehensive income to provide a clearer understanding of the underlying financial performance of the Group.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The number of directors who accrued benefits under company pension schemes in the period was 3 (2024: 3).
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
Freehold land and buildings have been introduced through business combinations at their fair values.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Stocks are stated after provisions for impairment of £336,208.
Amounts owed by group undertakings are unsecured with no formal terms of repayment, and are not subject to interest charges. The balance can be requested at any time to be repaid in full.
Other debtors includes an amount of £30,666 due from a director. The amount is subject to interest at a rate of 3.75%. The loan is repayable on satisfaction of specific realisation events.
See note 21 for details of loan and borrowings.
See note 21 for details of loan and borrowings.
The long-term bank loans are secured by fixed and floating charges over the assets of the company and other group companies via an unlimited multilateral guarantee dated 30 May 2025.
Facility A of £4,782,273 relates to a term loan repayable by instalments until 31 March 2031. The interest rate is 3.25% + SONIA per annum.
Facility B of £11,690,000 relates to a bullet term loan which is fully repayable on 14 May 2032. The interest rate is 3.75% + SONIA per annum.
Reducing the year end liability of the Facility A and B loans is the bank arrangement fee of £581,900 which is being amortised over the term of the loan.
Loans from the ultimate parent undertaking bear interest at 12.5% per annum and are repayable in full in 2032. No amounts are due for repayment within 12 months of the reporting date, aside from the accrued interest.
The following are the major deferred tax liabilities and assets recognised by the group and company:
The deferred tax asset arises from accelerated capital allowances, and this will reverse over the lives of the related assets. However, this reversal may be partially offset by additional deferred tax charges arising from further accelerated capital allowances on future asset purchases.
The deferred tax liability arises on the revaluation of the freehold land and building and will reverse over the life of the related asset.
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. At the year end there were no funds due to the scheme.
The A and B preference shares are classified as equity. Holders accrue a fixed cumulative preference dividend of 12.5% per annum. Preference dividends are only payable on exit or at any time with the consent of the Board and the Investor majority.
The preference dividend is compounded on both the A and B preference shares at a rate of 12.5% and is added to the balance of the preference shares. Included in the balance is £103,639 on the A preference shares and £14,596 on the B preference shares.
During the period 1 ordinary £1 share was allotted on incorporation.
Subsequent to this 788,725 A ordinary £1 shares were allotted, 11,175 B ordinary shares were allotted and 165,000 C Ordinary shares were allotted.
On 30 May 2025 the group acquired 100% of the issued capital of William Blythe Limited.
The negative goodwill arising on the acquisition of the business is attributable to stock acquired and the William Blythe site. It is extensive in size and, as acknowledged by both management and the vendor, has been chronically under-invested in over a number of years. A substantial capital expenditure programme is required to overhaul plant and machinery and to implement modern, efficient production methods in order to bring the site's operational capability and output efficiency up to an appropriate standard. Both parties were fully aware at the point of acquisition that a multi-year capital investment programme would be required, and the consideration paid reflects this known requirement. The anticipated capital investment therefore represents a material element of the discount inherent in the purchase price and, accordingly, forms a significant component of the negative goodwill recognised on acquisition.
Capital expenditure has already commenced, with phased works being carried out across the site both prior to the year end and into the post balance sheet period, supporting management's assessment of the ongoing nature and duration of the investment programme.
William Blythe Midco, William Blythe Bidco and William Blythe Limited have issued guarantees in respect of the bank and other borrowings of certain group companies. At 31 December 2025, such guarantees amounted to £13,524,431.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Amounts contracted for but not provided in the financial statements:
During the period the company paid management fees of £202,329 to the ultimate parent undertaking.
Amounts due to the ultimate parent undertaking are disclosed in note 20.
The B Ordinary Shares, C Ordinary Shares and B Preference Shares are held by directors of the company. No dividends were paid to the directors in the period. Dividends amounting to £14,596 were accrued on the B Preference Shares.