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Registration number: 11093669

Addison Clark Ltd

Annual Report and Consolidated Financial Statements

for the Period from 31 December 2023 to 31 August 2024

 

Addison Clark Ltd

Contents

Company Information

1

Strategic Report

2 to 5

Directors' Report

6

Statement of Directors' Responsibilities

7

Independent Auditor's Report

8 to 11

Consolidated Profit and Loss Account

12

Consolidated Statement of Comprehensive Income

13

Consolidated Balance Sheet

14

Balance Sheet

15

Consolidated Statement of Changes in Equity

16

Statement of Changes in Equity

17

Consolidated Statement of Cash Flows

18

Notes to the Financial Statements

19 to 34

 

Addison Clark Ltd

Company Information

Directors

K Pryor

M J Pryor

Registered office

2 Old Bath Road
Newbury
Berkshire
RG14 1QL

Auditors

UHY Ross Brooke
Chartered Accountants and Registered Auditors2 Old Bath Road
Newbury
Berkshire
RG14 1QL

 

Addison Clark Ltd

Strategic Report for the period from 31 December 2023 to 31 August 2024

The directors present their strategic report for the period from 31 December 2023 to 31 August 2024.

Principal activity

The principal activity of the group is the manufacture of asphalt products for construction purposes.

Fair review of the business

The group produce and supply asphalt products used for the repair, maintenance and construction of roads and pavements. Our key focus is utilities and local authorities, along with smaller civil engineering projects. We operate from 3 locations and have grown market share through a commitment to quality products and a fast turnaround.

Key stats:
- 249 active customers
-15 minutes average turnaround time
- 3 operational plants
- 1.25% revenue growth (YoY)

The essential nature of maintaining roads and utilities means we operate in a market segment which is:

• largely non-discretionary
• resilient to large fluctuations; and
• has not traditionally suffered from the sustained downturns seen in other segments of construction


The financial results for the 8 months to 31 August 2024 reported record revenues of £10.6m (12 months to 30 December 2023: £16.2m).

Earnings before interest, tax, deprecation and amortisation (EBITDA) for the period were £1.5m (2023: £2.99m).

Adjusted EBITDA – removing the specific cost in relation to new site development were £1.93m (2023: £2.99m).

Net cash flow generated from operating activities remained extremely strong at £1.30m (2023: £2.35m).


Market and performance

Despite a wider market contraction in the year, the Addison Clark group has continued to grow revenue,
increase market share and maintain strong financial performance.

Revenues exceeded £10m, an adjusted EBITDA of £1.93m takes consideration to the pre-operational costs of
setting up the new Trafford operation. Profitability remains stable despite significant increases in raw material
costs (5.5%) driven by high hydrocarbon increases adversely affecting bitumen, power and drying costs

Our Trafford plant became operational in the final month of the financial year so the full impact of this
expansion will not be seen until next year’s financial statements. The plant launched to immediate local
demand, supplying over 2,000 tonnes of product in its first full month.

Continued investment in both operational efficiency and business development at our Stanton plant has led to
growth in its market share as the year progressed, delivering consistently stronger performance, and it is
currently supplying over 4,000 tonnes of product per month to the local customer base.

Alongside the continued success of our Newport plant, with all three plants operational for the coming year,
the group are projecting growth in both revenues and profitability.

 

Addison Clark Ltd

Strategic Report for the period from 31 December 2023 to 31 August 2024

Cash and balance sheet

The group have continued to produce strong cashflows during the year, enabling us to invest in new locations. Strategic financing arrangements have allowed us to continue to invest in assets and operations, whilst maintaining sufficient cash headroom and working capital.

Year-end cash balances have reduced as the Trafford plant became operational in the final month of the year, with material cost and expenses pre-operational costs incurred prior to the plant being revenue generating. It is forecast to become cash generative during its first year of being operational.

Tangible assets increased significantly in the year to £10.7m (2023: £5.7m) due to additions of over £5m, including the addition of our Trafford plant.


Outlook

With the incoming Labour Government committing to spend £35 billion on Roads and Infrastructure in the next 5 years, including a pledge to increase spending on local road maintenance by 50% next year, we are in a strong position to continue our growth trend.

Our model for growth

Our strategy continues to focus on providing value to collect customers who purchase smaller loads of product. By ensuring we have the right range of quality products readily available, and focusing on minimising wait times, the group continue to attract a loyal base of repeat customers. We are proud of this focus, publishing our average wait times each week on our website.

The group place great focus on customer feedback, continually seeking to improve our products to make them not only compliant, but best-in-class for their specific needs.

With our Newport plant being the epitome of “The Dragon Way”, during the year we have continued to embed this DNA at Stanton and have already been excited to see how our approach has enthused both our new team and our new clients in Trafford.

During the year, the group have enhanced our approach to process management and training to ensure that as we grow, each and every member of our team understands our core values, our focus and the approach and behaviours that have underpinned our success to date.

The group have engaged in strategic recruitment, expanding our senior leadership team to support our Managing Director and recruiting a dedicated Business Development Manager to develop a roadmap for geographical expansion.

In order to maintain our position as a market leader in the collect segment, we recognise that innovation is crucial. The group are committed to empowering our team to identify, explore and implement new initiatives to deliver value to our customers, with a particular focus on carbon reduction and environmental, as well and the possibilities provided by the development of AI and automation.

Safety, Health, Environment and Quality

The group are proud to report our unwavering commitment to excellence in Health & Safety, quality, and environmental management. Our dedication is reflected in our 100% compliance with all audits related to ISO 9001, 14001, and 45001 standards. This achievement underscores our relentless pursuit of operational excellence, ensuring the highest quality of our products and services while safeguarding the well-being of our employees and minimising our environmental impact. We remain steadfast in our mission to uphold these standards, fostering a safe, sustainable, and high-quality operational environment.

Employee and stakeholder engagement and involvement is ingrained within the company’s integrated management system. While the core features of these management systems are now well established and proven, the systems are ever evolving to ensure continual improvement and adaption to the future growth of the business.

 

 

Addison Clark Ltd

Strategic Report for the period from 31 December 2023 to 31 August 2024

Cash and balance sheet

The group have continued to produce strong cashflows during the year, enabling us to invest in new locations. Strategic financing arrangements have allowed us to continue to invest in assets and operations, whilst maintaining sufficient cash headroom and working capital.

Year-end cash balances have reduced as the Trafford plant became operational in the final month of the year, with material cost and expenses pre-operational costs incurred prior to the plant being revenue generating. It is forecast to become cash generative during its first year of being operational.

Tangible assets increased significantly in the year to £10.7m (2023: £5.7m) due to additions of over £5m, including the addition of our Trafford plant.


Outlook

With the incoming Labour Government committing to spend £35 billion on Roads and Infrastructure in the next 5 years, including a pledge to increase spending on local road maintenance by 50% next year, we are in a strong position to continue our growth trend.

Our model for growth

Our strategy continues to focus on providing value to collect customers who purchase smaller loads of product. By ensuring we have the right range of quality products readily available, and focusing on minimising wait times, the group continue to attract a loyal base of repeat customers. We are proud of this focus, publishing our average wait times each week on our website.

The group place great focus on customer feedback, continually seeking to improve our products to make them not only compliant, but best-in-class for their specific needs.

With our Newport plant being the epitome of “The Dragon Way”, during the year we have continued to embed this DNA at Stanton and have already been excited to see how our approach has enthused both our new team and our new clients in Trafford.

During the year, the group have enhanced our approach to process management and training to ensure that as we grow, each and every member of our team understands our core values, our focus and the approach and behaviours that have underpinned our success to date.

The group have engaged in strategic recruitment, expanding our senior leadership team to support our Managing Director and recruiting a dedicated Business Development Manager to develop a roadmap for geographical expansion.

In order to maintain our position as a market leader in the collect segment, we recognise that innovation is crucial. The group are committed to empowering our team to identify, explore and implement new initiatives to deliver value to our customers, with a particular focus on carbon reduction and environmental, as well and the possibilities provided by the development of AI and automation.

Safety, Health, Environment and Quality

The group are proud to report our unwavering commitment to excellence in Health & Safety, quality, and environmental management. Our dedication is reflected in our 100% compliance with all audits related to ISO 9001, 14001, and 45001 standards. This achievement underscores our relentless pursuit of operational excellence, ensuring the highest quality of our products and services while safeguarding the well-being of our employees and minimising our environmental impact. We remain steadfast in our mission to uphold these standards, fostering a safe, sustainable, and high-quality operational environment.

Employee and stakeholder engagement and involvement is ingrained within the company’s integrated management system. While the core features of these management systems are now well established and proven, the systems are ever evolving to ensure continual improvement and adaption to the future growth of the business.

 

Principal risks and uncertainties

Whilst the group has been fortunate to experience significant growth since its inception, we recognise that the group operates in a market which has inherent and material risks.

Market

Whilst the outlook is broadly positive, the wider construction market has experienced contraction during the year, driven by inflation, high interest rates and political uncertainty. During wider construction market downturns, suppliers who typically serve larger projects can refocus on our segment, strengthening competition. With some notable failures in the construction sector in the year, whilst the market has stabilised, it is still not showing strong signs of confidence for the coming year. Ensuring a continued focus on delivering our differentiators remains our key mitigation to this risk.
 

Cost pressure

Our core input cost is the purchase of raw materials, including aggregate and bitumen. Consequently, the group are continually exposed to changes in commodity prices, but take an active approach to monitoring and, where appropriate, hedging risk.

Operational

The group continue to be committed to a robust integrated management system, with hands-on involvement and oversight from our senior leadership team. The group are fortunate to experience strong engagement from across the team, including quality and safety.

Cash collection and liquidity

Whilst growth is core to our strategy, the group recognise that geographic expansion requires significant capital investment and consequently creates a demand on cash. Whilst the group are ambitious with growth plans, we take great care to be prudent in planning cash requirements and ensuring sufficient cash headroom.

In addition, during any periods where the construction sector has been exposed to material business failures, it is important we remain vigilant in our credit management. Whilst our segment is somewhat insulated from these wider sector risks due its differing end client base, the group maintain appropriate credit control processes to mitigate risk.

 

Good Governance

Christopher Barron, the Managing Director of Dragon Asphalt Ltd, was appointed to the board on 23 November 2023. Dragon's board now comprises 3 directors, supported by the Company Secretary.

Supported by our accountants and other advisors, we produce and review a monthly management pack, setting out financial performance and other KPIs.

The group are committed to engaging regularly and appropriately with external auditors to ensure compliance.

The board continue to be actively engaged with our shareholders, providing regular updates on performance, strategy and objectives.

 

 

Addison Clark Ltd

Strategic Report for the period from 31 December 2023 to 31 August 2024

Environmental, social and community impact

Environment

The group are conscious that asphalt production by its nature may affect the environment.

To ensure we continue to mitigate this, the group produce usage KPIs which are measured and managed as part of our overall business targets and objectives. Our integrated management system is ISO9001 accredited, and our operations are audited annually to ensure consistency and compliance.

Looking to the year ahead, we are expanding our existing carbon reduction initiatives, adopting a holistic approach to the company’s carbon footprint and identifying opportunities which this improved insight could offer.

Supporting communities

The group continue to provide support to a range of community initiatives, including charities and grass roots sports organisations - in particular those focusing on youth development. The group do this locally to our plants, contributing to ensuring that local young people are able to benefit from enhanced facilities and equipment. Many of our stakeholders share a commitment to supporting these initiatives, deepening our connections with them.
 

Approved and authorised by the Board on 29 April 2025 and signed on its behalf by:
 

.........................................
K Pryor
Director

.........................................
M J Pryor
Director

 

Addison Clark Ltd

Directors' Report for the Period from 31 December 2023 to 31 August 2024

The directors present their report and the for the period from 31 December 2023 to 31 August 2024.

Directors of the group

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

K Pryor

M J Pryor

Going concern
As at the balance sheet date, the group had net current liabilities of £2,024,142. This has been addressed post year end through transferring a loan of £3,013,000 to an asset finance facility as referenced in the adjusting events after the financial period note. The split of the asset finance facility between current and non-current liabilities leaves the post year end balance sheet in a net current asset position. The directors therefore consider the going concern basis to be appropriate.
 

Disclosure of information to the auditor

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

Approved and authorised by the Board on 29 April 2025 and signed on its behalf by:
 

.........................................
K Pryor
Director

.........................................
M J Pryor
Director

 

Addison Clark Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

 

Addison Clark Ltd

Independent Auditor's Report to the Members of Addison Clark Ltd

Qualified opinion

We have audited the financial statements of Addison Clark Ltd (the 'parent company') and its subsidiaries (the 'group') for the period from 31 December 2023 to 31 August 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 August 2024 and of the group's profit for the period then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion on financial statements

The corresponding figures and comparative financial statements in the current year’s financial statements
were derived from the financial statements for the year ended 2023, which was unaudited. We have not attempted to obtain sufficient appropriate audit evidence as to whether (i) the opening balances, (ii) the corresponding figures and comparative financial statements were properly recorded and accounted for.

Any adjustments that might have been found necessary in respect of the above would have a consequential
significant effect, including associated tax effect, on the financial position of the company as at 2024, the
profit for the year and the related disclosures in the financial statements.

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 responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 qualified opinion.

Other matter
The company took advantage of audit exemption in the prior period and therefore the comparatives were unaudited.
 

 

Addison Clark Ltd

Independent Auditor's Report to the Members of Addison Clark Ltd

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 7], 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.

 

Addison Clark Ltd

Independent Auditor's Report to the Members of Addison Clark Ltd

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

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

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

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. As such, we have considered:

the nature of the industry and sector, control environment and business performance including the company's
remuneration policy, bonus levels, and performance targets;
the company's own assessment, including assessments made by key management, of the risks that
irregularities may occur either as a result of fraud or error;
any matters we identified having reviewed the company's 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; and
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
the matters discussed amongst the audit engagement team.

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 areas in which management is
required to exercise significant judgement, such as the disclosure of adjusting items. 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 framework that the 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 were the Companies Act, tax legislation and regulations concerning importing and exporting to and
from the UK.

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

 

Addison Clark Ltd

Independent Auditor's Report to the Members of Addison Clark Ltd

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.

......................................
Dean Blunden BFP FCA (Senior Statutory Auditor)
For and on behalf of UHY Ross Brooke, Statutory Auditor
 2 Old Bath Road
Newbury
Berkshire
RG14 1QL

1 May 2025

 

Addison Clark Ltd

Consolidated Profit and Loss Account for the Period from 31 December 2023 to 31 August 2024

Note

8 months to
31 August 2024
£

12 months to
30 December 2023
£

Turnover

3

10,621,572

16,207,224

Cost of sales

 

(7,091,345)

(11,015,126)

Gross profit

 

3,530,227

5,192,098

Administrative expenses

 

(2,223,431)

(2,602,061)

Other operating income

4

48,509

52,281

Operating profit

6

1,355,305

2,642,318

Other interest receivable and similar income

7

7,077

24,509

Interest payable and similar expenses

8

(126,165)

(90,618)

   

(119,088)

(66,109)

Profit before tax

 

1,236,217

2,576,209

Tax on profit

11

(434,906)

(840,753)

Profit for the financial period

 

801,311

1,735,456

Profit/(loss) attributable to:

 

Owners of the company

 

643,501

1,309,788

Minority interests

 

157,810

425,668

 

801,311

1,735,456

 

Addison Clark Ltd

Consolidated Statement of Comprehensive Income for the Period from 31 December 2023 to 31 August 2024

8 months to
31 August 2024
£

12 months to
30 December 2023
£

Profit for the period

801,311

1,735,456

Total comprehensive income for the period

801,311

1,735,456

Total comprehensive income attributable to:

Owners of the company

643,501

1,309,788

Minority interests

157,810

425,668

801,311

1,735,456

 

Addison Clark Ltd

(Registration number: 11093669)
Consolidated Balance Sheet as at 31 August 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

12

22,626

26,397

Tangible assets

13

10,715,620

5,702,229

 

10,738,246

5,728,626

Current assets

 

Stocks

15

308,322

220,258

Debtors

16

3,272,293

2,592,212

Cash at bank and in hand

 

339,468

1,988,476

 

3,920,083

4,800,946

Creditors: Amounts falling due within one year

18

(5,940,475)

(2,453,591)

Net current (liabilities)/assets

 

(2,020,392)

2,347,355

Total assets less current liabilities

 

8,717,854

8,075,981

Creditors: Amounts falling due after more than one year

18

(1,280,324)

(1,504,788)

Provisions for liabilities

19

(1,530,563)

(1,072,384)

Net assets

 

5,906,967

5,498,809

Capital and reserves

 

Called up share capital

21

100

100

Retained earnings

5,147,554

4,638,657

Equity attributable to owners of the company

 

5,147,654

4,638,757

Minority interests

 

759,313

860,052

Shareholders' funds

 

5,906,967

5,498,809

Approved and authorised by the Board on 29 April 2025 and signed on its behalf by:
 

.........................................
K Pryor
Director

.........................................
M J Pryor
Director

 

Addison Clark Ltd

(Registration number: 11093669)
Balance Sheet as at 31 August 2024

Note

2024
£

(As restated)

2023
£

Fixed assets

 

Investments

14

727,436

516,386

Current assets

 

Debtors

16

4,305

-

Cash at bank and in hand

 

6,301

671,440

 

10,606

671,440

Creditors: Amounts falling due within one year

18

(20,779)

(671,806)

Net current liabilities

 

(10,173)

(366)

Net assets

 

717,263

516,020

Capital and reserves

 

Called up share capital

21

100

100

Retained earnings

717,163

515,920

Shareholders' funds

 

717,263

516,020

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company made a profit after tax for a 8 month period of £281,243 ( 2023 - £141,629).

Approved and authorised by the Board on 29 April 2025 and signed on its behalf by:
 

.........................................
K Pryor
Director

.........................................
M J Pryor
Director

 

Addison Clark Ltd

Consolidated Statement of Changes in Equity for the Period from 31 December 2023 to 31 August 2024
Equity attributable to the parent company

Share capital
£

Retained earnings
£

Total
£

Non-controlling interests - Equity
£

Total equity
£

At 31 December 2022

100

3,328,869

3,328,969

879,345

4,208,314

Profit for the period

-

1,309,788

1,309,788

425,668

1,735,456

Dividends

-

-

-

(444,961)

(444,961)

At 30 December 2023

100

4,638,657

4,638,757

860,052

5,498,809

Share capital
£

Retained earnings
£

Total
£

Non-controlling interests - Equity
£

Total equity
£

At 31 December 2023

100

4,638,657

4,638,757

860,052

5,498,809

Profit for the period

-

643,501

643,501

157,810

801,311

Dividends

-

-

-

(182,103)

(182,103)

Acquisition of non-controlling interest, decrease in equity

-

(134,604)

(134,604)

(76,446)

(211,050)

At 31 August 2024

100

5,147,554

5,147,654

759,313

5,906,967

 

Addison Clark Ltd

Statement of Changes in Equity for the Period from 31 December 2023 to 31 August 2024

Share capital
£

Retained earnings
£

Total
£

At 31 December 2022

100

374,291

374,391

Profit for the period

-

141,629

141,629

At 30 December 2023

100

515,920

516,020

Share capital
£

Retained earnings
£

Total
£

At 31 December 2023

100

515,920

516,020

Profit for the period

-

281,243

281,243

Dividends

-

(80,000)

(80,000)

At 31 August 2024

100

717,163

717,263

 

Addison Clark Ltd

Consolidated Statement of Cash Flows for the Period from 31 December 2023 to 31 August 2024

Note

8 months to
31 August 2024
£

12 months to
30 December 2023
£

Cash flows from operating activities

Profit for the period

 

801,311

1,735,456

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

6

274,188

353,748

Profit on disposal of tangible assets

5

-

(6,126)

Finance income

(7,077)

(24,509)

Finance costs

126,165

90,618

Income tax expense

11

434,906

840,753

 

1,629,493

2,989,940

Working capital adjustments

 

Increase in stocks

15

(88,064)

(28,116)

Increase in trade debtors

16

(677,856)

(561,752)

Increase/(decrease) in trade creditors

18

431,846

(34,868)

Cash generated from operations

 

1,295,419

2,365,204

Income taxes paid

11

-

(9,750)

Net cash flow from operating activities

 

1,295,419

2,355,454

Cash flows from investing activities

 

Interest received

7,077

24,509

Acquisition of non-controlling interest

14

(211,050)

-

Proceeds from sale of subsidiaries

 

-

16,999

Acquisitions of tangible assets

(5,283,808)

(369,625)

Net cash flows from investing activities

 

(5,487,781)

(328,117)

Cash flows from financing activities

 

Interest paid

(126,165)

(90,618)

Proceeds from other borrowing draw downs

 

3,012,752

-

Repayment of other borrowing

 

(161,130)

(658,695)

Dividends paid

(182,103)

(444,961)

Net cash flows from financing activities

 

2,543,354

(1,194,274)

Net (decrease)/increase in cash and cash equivalents

 

(1,649,008)

833,063

Cash and cash equivalents at 31 December

 

1,988,476

1,155,413

Cash and cash equivalents at 31 August

 

339,468

1,988,476

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

1

General information

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

The address of its registered office is:
2 Old Bath Road
Newbury
Berkshire
RG14 1QL
England

The principal place of business is:
40 Queen Anne Street
London
W1G 9EL

These financial statements were authorised for issue by the Board on 29 April 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The comparative period is for a 12 month period, the current accounting period is 8 months to August 2024.

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 August 2024.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Disclosure of long or short period

The accounting period has been shortened from the 30 December 2024 to the 31 August 2024 to align the whole group's financial reporting year end.

Going concern

As at the balance sheet date, the group had net current liabilities of £2,024,142. This has been addressed post year end through transferring a loan of £3,013,000 to an asset finance facility as referenced in the adjusting events after the financial period note. The split of the asset finance facility between current and non-current liabilities leaves the post year end balance sheet in a net current asset position. The directors therefore consider the going concern basis to be appropriate.

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

Adjusting events after the financial period

A pre-inception loan used for the purchase of the Trafford facility was confirmed as being settled on 27 November 2024 and as such, the entire amount has been recognised as a current liability.

The balance of the loan was transferred to an asset finance facility, where the loan is secured against the asphalt plant and attracts a fixed rate of interest at 6.75% per annum.

Prior period adjustments

The comparative period for the company has been adjusted. £753,750 has been removed from investments, £750,000 removed from other creditors and £3,750 debited to other payables. This is due to the company previously accounting for an investment which was not related to Addison Clark Ltd.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the manufacture of concrete products for construction purposes in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts. Turnover is recognised when goods leave the company's possession, where the risks and rewards related to the goods transfer to the customer.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date
of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the
respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary
items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date
when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax payable and deferred tax.

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

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

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

Asset class

Depreciation method and rate

Plant and machinery

3 - 20 years straight line

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

Hardware and office equipment

5 - 10 years straight line

Software

10 years straight line

Business combinations

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

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

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

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

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

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

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

Dividends

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

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

3

Turnover

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

8 months to
31 August 2024
£

12 months to
30 December 2023
£

Sale of goods

10,621,572

16,207,224

The analysis of the group's Turnover for the period by market is as follows:

8 months to
31 August 2024
£

12 months to
30 Decmber 2023
£

UK

10,621,572

16,207,224

4

Other operating income

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

8 months to
31 August 2024
£

12 months to
30 December 2023
£

Sub lease rental income

13,092

16,546

Miscellaneous other operating income

35,417

35,735

48,509

52,281

5

Other gains and losses

The analysis of the group's other gains and losses for the period is as follows:

8 months to
31 August 2024
£

12 months to
30 December 2023
£

Gain on disposal of tangible assets

-

6,126

6

Operating profit

Arrived at after charging/(crediting)

8 months to
31 August 2024
£

12 months to
30 December 2023
£

Depreciation expense

270,417

348,091

Amortisation expense

3,771

5,657

Profit on disposal of property, plant and equipment

-

(6,126)

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

7

Other interest receivable and similar income

8 months to
31 August 2024
£

12 months to
30 Decmber 2023
£

Interest income on bank deposits

7,077

24,509

8

Interest payable and similar expenses

8 months to
31 August 2024
£

12 months to
30 Decmber 2023
£

Interest on obligations under finance leases and hire purchase contracts

126,165

90,618

9

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

8 months to
31 August 2024
£

12 months to
30 Decmber 2023
£

Wages and salaries

750,193

951,048

Social security costs

86,389

105,269

Pension costs, defined contribution scheme

75,340

39,171

Share-based payment expenses

447

562

Other employee expense

25,053

45,453

937,422

1,141,503

The remuneration of key management personnel in the year totalled an aggregate compensation of £36,876 (2023: £16,896).

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

2024
No.

2023
No.

Production

16

14

Administration and support

8

7

Research and development

1

-

25

21

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

10

Auditors' remuneration

8 months to
31 August 2024
£

12 months to
30 Decmber 2023
£

Audit of these financial statements

19,250

19,150

Other fees to auditors

Taxation compliance services

931

-

All other non-audit services

15,114

27,675

16,045

27,675


 

11

Taxation

Tax charged/(credited) in the consolidated profit and loss account

8 months to
31 August 2024
£

12 months to
30 Decmber 2023
£

Current taxation

UK corporation tax

(23,273)

33,352

Deferred taxation

Arising from origination and reversal of timing differences

458,179

807,401

Tax expense in the income statement

434,906

840,753

The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 25% (2023 - 19%).

The differences are reconciled below:

8 months to
31 August 2024
£

12 months to
30 Decmber 2023
£

Profit before tax

1,236,217

2,576,209

Corporation tax at standard rate

309,054

489,480

Tax decrease from effect of capital allowances and depreciation

(1,098,354)

(67,212)

Tax increase from other short-term timing differences

458,179

840,753

Effect of expense not deductible in determining taxable profit (tax loss)

1,069

3,997

Tax increase/(decrease) from other tax effects

764,958

(426,265)

Total tax charge

434,906

840,753

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

Deferred tax

Group

Deferred tax assets and liabilities

2024

Asset
£

Liability
£

Accelerated tax depreciation

-

1,530,563

-

1,530,563

2023

Asset
£

Liability
£

Accelerated tax depreciation

-

1,072,384

-

1,072,384

12

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 31 December 2023

56,566

56,566

At 31 August 2024

56,566

56,566

Amortisation

At 31 December 2023

30,169

30,169

Amortisation charge

3,771

3,771

At 31 August 2024

33,940

33,940

Carrying amount

At 31 August 2024

22,626

22,626

At 30 December 2023

26,397

26,397

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

13

Tangible assets

Group

Hardware and office equipment
£

Plant and machinery
 £

Software
 £

Assets under construction
 £

Total
£

Cost or valuation

At 31 December 2023

17,121

6,087,903

32,132

238,783

6,375,939

Additions

13,389

-

-

5,270,420

5,283,809

Transfers

-

5,509,203

-

(5,509,203)

-

At 31 August 2024

30,510

11,597,106

32,132

-

11,659,748

Depreciation

At 31 December 2023

15,723

638,695

19,293

-

673,711

Charge for the period

221

268,054

2,142

-

270,417

At 31 August 2024

15,944

906,749

21,435

-

944,128

Carrying amount

At 31 August 2024

14,566

10,690,357

10,697

-

10,715,620

At 30 December 2023

1,398

5,449,208

12,839

238,784

5,702,229

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

2024
£

2023
£

Plant and machinery

6,196,386

2,440,073

   

14

Investments

Group

Details of undertakings

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

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Dragon Asphalt Ltd

2 Old Bath Road,
Newbury,
Berkshire,
RG14 1QL

Ordinary

52.7%

51.3%

United Kingdom

Subsidiary undertakings

Dragon Asphalt Ltd

The principal activity of Dragon Asphalt Ltd is The principal activity of the company is the manufacture of asphalt products for construction purposes.

Company

2024
£

(As restated)

2023
£

Investments in subsidiaries

727,436

516,386

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

Subsidiaries

£

Cost or valuation

At 31 December 2023

516,386

Additions

211,050

At 31 August 2024

727,436

Provision

Carrying amount

At 31 August 2024

727,436

At 30 December 2023

516,386

15

Stocks

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Other inventories

308,322

220,258

-

-

Group

16

Debtors

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Trade debtors

2,451,386

1,941,847

-

-

Other debtors

368,805

52,500

4,305

-

Prepayments

452,102

590,904

-

-

Accrued income

-

6,961

-

-

 

3,272,293

2,592,212

4,305

-

Less non-current portion

(364,500)

(52,500)

-

-

2,907,793

2,539,712

4,305

-

17

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash at bank

339,468

1,988,476

6,301

671,440

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

18

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

(As restated)

2023
£

Due within one year

 

Loans and borrowings

22

3,552,149

476,063

-

-

Trade creditors

 

2,007,780

1,001,940

-

11,159

Social security and other taxes

 

41,890

235,344

-

109,593

Outstanding defined contribution pension costs

 

4,172

2,066

-

-

Other payables

 

-

537,775

-

537,775

Accruals

 

324,405

167,051

10,700

3,200

Income tax liability

11

10,079

33,352

10,079

10,079

 

5,940,475

2,453,591

20,779

671,806

Due after one year

 

Loans and borrowings

22

1,280,324

1,504,788

-

-

19

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 31 December 2023

1,072,384

1,072,384

Increase in existing provisions

458,179

458,179

At 31 August 2024

1,530,563

1,530,563

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

20

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £75,340 (2023 - £39,171).

Contributions totalling £4,172 (2023 - £2,066) were payable to the scheme at the end of the period and are included in creditors.

21

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary shares of £1 each

100

100

100

100

       

22

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Hire purchase contracts

1,280,324

1,504,788

-

-

Current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Hire purchase contracts

539,397

476,063

-

-

Other borrowings

3,012,752

-

-

-

3,552,149

476,063

-

-

Hire purchase contracts are secured against the assets to which they relate.

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

23

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

468,600

468,600

Later than one year and not later than five years

1,487,675

1,620,068

Later than five years

2,520,000

2,700,000

4,476,275

4,788,668

The amount of non-cancellable operating lease payments recognised as an expense during the period was £273,272 (2023 - £285,623).

24

Analysis of changes in net debt

Group

At 31 December 2023
£

Financing cash flows
£

At 31 August 2024
£

Cash and cash equivalents

Cash

1,988,476

(1,649,008)

339,468

Borrowings

Short term borrowings

-

(3,012,752)

(3,012,752)

Lease liabilities

(1,980,851)

161,130

(1,819,721)

(1,980,851)

(2,851,622)

(4,832,473)

 

7,625

(4,500,630)

(4,493,005)

 

Addison Clark Ltd

Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024

Related party transactions

Group

Other transactions with directors

K & M J Pryor had a loan with the company. At the balance sheet date, the amount owed by K & M J Pryor was £2,225 (2023: £537,775 owed to K & M K Pryor). This amount is interest-free and repayable on demand.

Other transactions with related parties
Dividends to non-controling interests during the year were £182,103 (2023: £444,942).