Registration number:
Addison Clark Ltd
for the Period from 31 December 2023 to 31 August 2024
Addison Clark Ltd
Contents
Company Information |
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Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
Addison Clark Ltd
Company Information
Directors |
K Pryor M J Pryor |
Registered office |
|
Auditors |
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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
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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:
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
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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
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.
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For and on behalf of
Newbury
Berkshire
RG14 1QL
Addison Clark Ltd
Consolidated Profit and Loss Account for the Period from 31 December 2023 to 31 August 2024
Note |
8 months to |
12 months to |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
(119,088) |
(66,109) |
||
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial period |
|
|
|
Profit/(loss) attributable to: |
|||
Owners of the company |
|
|
|
Minority interests |
|
|
|
|
|
Addison Clark Ltd
Consolidated Statement of Comprehensive Income for the Period from 31 December 2023 to 31 August 2024
8 months to |
12 months to |
|
Profit for the period |
|
|
Total comprehensive income for the period |
|
|
Total comprehensive income attributable to: |
||
Owners of the company |
|
|
Minority interests |
|
|
|
|
Addison Clark Ltd
(Registration number: 11093669)
Consolidated Balance Sheet as at 31 August 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current (liabilities)/assets |
( |
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
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
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Addison Clark Ltd
(Registration number: 11093669)
Balance Sheet as at 31 August 2024
Note |
2024 |
(As restated) |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
- |
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
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
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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 |
|
|
|
|
|
Profit for the period |
- |
|
|
|
|
Dividends |
- |
- |
- |
( |
( |
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 |
|
|
|
|
|
Profit for the period |
- |
|
|
|
|
Dividends |
- |
- |
- |
( |
( |
Acquisition of non-controlling interest, decrease in equity |
- |
( |
( |
( |
( |
At 31 August 2024 |
|
|
|
|
|
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 |
|
|
|
Profit for the period |
- |
|
|
At 30 December 2023 |
100 |
515,920 |
516,020 |
Share capital |
Retained earnings |
Total |
|
At 31 December 2023 |
|
|
|
Profit for the period |
- |
|
|
Dividends |
- |
( |
( |
At 31 August 2024 |
|
|
|
Addison Clark Ltd
Consolidated Statement of Cash Flows for the Period from 31 December 2023 to 31 August 2024
Note |
8 months to |
12 months to |
|
Cash flows from operating activities |
|||
Profit for the period |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Profit on disposal of tangible assets |
- |
( |
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Income tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
Increase in stocks |
( |
( |
|
Increase in trade debtors |
( |
( |
|
Increase/(decrease) in trade creditors |
|
( |
|
Cash generated from operations |
|
|
|
Income taxes paid |
- |
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisition of non-controlling interest |
( |
- |
|
Proceeds from sale of subsidiaries |
- |
|
|
Acquisitions of tangible assets |
( |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from other borrowing draw downs |
|
- |
|
Repayment of other borrowing |
( |
( |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
|
( |
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
Cash and cash equivalents at 31 December |
|
|
|
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
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
The principal place of business is:
40 Queen Anne Street
London
W1G 9EL
These financial statements were authorised for issue by the
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
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.
|
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
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
Turnover |
The analysis of the group's Turnover for the period from continuing operations is as follows:
8 months to |
12 months to |
|
Sale of goods |
|
|
The analysis of the group's Turnover for the period by market is as follows:
8 months to |
12 months to |
|
UK |
|
|
Other operating income |
The analysis of the group's other operating income for the period is as follows:
8 months to |
12 months to |
|
Sub lease rental income |
|
|
Miscellaneous other operating income |
|
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the period is as follows:
8 months to |
12 months to |
|
Gain on disposal of tangible assets |
- |
|
Operating profit |
Arrived at after charging/(crediting)
8 months to |
12 months to |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Profit on disposal of property, plant and equipment |
- |
( |
Addison Clark Ltd
Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024
Other interest receivable and similar income |
8 months to |
12 months to |
|
Interest income on bank deposits |
|
|
Interest payable and similar expenses |
8 months to |
12 months to |
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
8 months to |
12 months to |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Share-based payment expenses |
|
|
Other employee expense |
|
|
|
|
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 |
2023 |
|
Production |
|
|
Administration and support |
|
|
Research and development |
|
- |
|
|
Addison Clark Ltd
Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024
Auditors' remuneration |
8 months to |
12 months to |
|
Audit of these financial statements |
19,250 |
19,150 |
Other fees to auditors |
||
Taxation compliance services |
|
- |
All other non-audit services |
|
|
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
8 months to |
12 months to |
|
Current taxation |
||
UK corporation tax |
( |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
|
Tax expense in the income statement |
|
|
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
The differences are reconciled below:
8 months to |
12 months to |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
Tax increase from other short-term timing differences |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Tax increase/(decrease) from other tax effects |
|
( |
Total tax charge |
|
|
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 |
- |
|
- |
|
2023 |
Asset |
Liability |
Accelerated tax depreciation |
- |
|
- |
|
Intangible assets |
Group
Goodwill |
Total |
|
Cost or valuation |
||
At 31 December 2023 |
|
|
At 31 August 2024 |
|
|
Amortisation |
||
At 31 December 2023 |
|
|
Amortisation charge |
|
|
At 31 August 2024 |
|
|
Carrying amount |
||
At 31 August 2024 |
|
|
At 30 December 2023 |
|
|
Addison Clark Ltd
Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024
Tangible assets |
Group
Hardware and office equipment |
Plant and machinery |
Software |
Assets under construction |
Total |
|
Cost or valuation |
|||||
At 31 December 2023 |
|
|
|
|
|
Additions |
|
- |
- |
|
|
Transfers |
- |
|
- |
( |
- |
At 31 August 2024 |
|
|
|
- |
|
Depreciation |
|||||
At 31 December 2023 |
|
|
|
- |
|
Charge for the period |
|
|
|
- |
|
At 31 August 2024 |
|
|
|
- |
|
Carrying amount |
|||||
At 31 August 2024 |
|
|
|
- |
|
At 30 December 2023 |
|
|
|
|
|
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 |
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 |
||||
|
2 Old Bath Road,
|
|
|
|
United Kingdom |
Subsidiary undertakings
Dragon Asphalt Ltd The principal activity of Dragon Asphalt Ltd is |
Company
2024 |
(As restated) |
|
Investments in subsidiaries |
|
|
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 |
|
Additions |
|
At 31 August 2024 |
|
Provision |
|
Carrying amount |
|
At 31 August 2024 |
|
At 30 December 2023 |
|
Stocks |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Other inventories |
|
|
- |
- |
Group
Debtors |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
- |
- |
Other debtors |
|
|
|
- |
Prepayments |
|
|
- |
- |
Accrued income |
- |
|
- |
- |
|
|
|
- |
|
Less non-current portion |
( |
( |
- |
- |
|
|
|
- |
Cash and cash equivalents |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Cash at bank |
|
|
|
|
Addison Clark Ltd
Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024
Creditors |
Group |
Company |
||||
Note |
2024 |
2023 |
2024 |
(As restated) |
|
Due within one year |
|||||
Loans and borrowings |
|
|
- |
- |
|
Trade creditors |
|
|
- |
|
|
Social security and other taxes |
|
|
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
Other payables |
- |
|
- |
|
|
Accruals |
|
|
|
|
|
Income tax liability |
10,079 |
33,352 |
10,079 |
10,079 |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
- |
- |
Provisions for liabilities |
Group
Deferred tax |
Total |
|
At 31 December 2023 |
|
|
Increase in existing provisions |
|
|
At 31 August 2024 |
|
|
|
Addison Clark Ltd
Notes to the Financial Statements for the Period from 31 December 2023 to 31 August 2024
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 £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. |
£ |
No. |
£ |
|
|
|
100 |
|
100 |
Loans and borrowings |
Non-current loans and borrowings
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Hire purchase contracts |
|
|
- |
- |
Current loans and borrowings
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Hire purchase contracts |
|
|
- |
- |
Other borrowings |
|
- |
- |
- |
|
|
- |
- |
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
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 |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the period was £
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) |
|
|
|||
|
( |
( |
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).