Company registration number 15335361 (England and Wales)
AIREDALE NEWCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
AIREDALE NEWCO LIMITED
COMPANY INFORMATION
Directors
C J Chadwick
C Thomson
R Ward
Company number
15335361
Registered office
Airedale Mills
Skipton Road
Crosshills
Keighley
West Yorkshire
England
BD20 7BX
Auditor
BDO Leeds
Central Square
29 Wellington Street
Leeds
LS1 4DL
AIREDALE NEWCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 12
Group statement of comprehensive income
13
Group balance sheet
14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 45
AIREDALE NEWCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the period ended 31 December 2024.

Principal activities

The principal activity of the Group is the manufacture and supply of commodity and specialty chemicals.

Review of the business

Airedale NewCo Limited was incorporated on 8th December 2023, to facilitate the acquisition of Airedale Group Holdings Limited.

 

The results for the period and the financial position of the Group are shown in the financial statements.

The board of directors are pleased with the results and financial position for the period. The Group is forecast to continue to be profitable in 2025.

Principal risks and uncertainties

 

Credit risk

The Group manages credit risk by assessing each customer and applying credit limits using data from credit checking agencies. Limits are then reviewed on a regular basis by management to ensure the Group minimises its exposure to possible over trading with companies seen to be a credit risk.

Foreign exchange risk

The Group purchase chemicals in foreign currencies, and as such the Group recognise exposure to currency rate fluctuations. The Group have continued to adopt a strategy to forward purchase currency to minimise foreign currency rate fluctuations.

The board have continued the strategy to de-risk and forward purchase currency to protect gross margin.

Liquidity risk

The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The main risk arising from financial instruments is liquidity risk and, in this respect, cash flow is monitored by the directors on a regular basis. Bank balances are structured to enable cash to be available when required.

Economic and political disruption risk

We continue to monitor economic and geo-political pressures that have the potential to have an impact on businesses including the continued conflict in the Ukraine, the middle east, inflationary pressures and increases in the cost of living. We continue to monitor both conflicts in Ukraine and the middle east and haven’t seen a negative impact on security of supply. However, we are not complacent and are continually reviewing our operations. We continue to closely monitor increasing energy prices, availability of products and the potential impact on supply chain costs.

The current business outlook shows that there is still a high demand for products we offer and changes to the economic environment could continue to increase this demand. We are structured well to optimise these opportunities and continue to review our cost / spend to ensure we run lean. We remain focused on supporting our teams during this period of rising costs.

Key performance indicators

Statement of comprehensive income

Key Performance Indicators (KPIs) are gross margin and EBITDA (earnings before interest, tax, depreciation and amortisation).

 

Revenue for the period ended 31 December 2024 was £80.1 million. Revenue is generated from sales to both domestic and overseas markets. Revenue generated from overseas markets was £4.7 million. We actively seek market growth overseas with our core products and expect revenue to continue to increase into 2025.

AIREDALE NEWCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -

Gross margin in the period amounted to £30.7 million. Market conditions proved difficult in 2024, especially H2. We lost a significant contract in July which negatively impacted gross margin. Our market approach through our five divisions, however, is allowing us to react more efficiently and track our progress within the overall performance. This proved positive in the period under review.

 

The Group uses EBITDA to monitor the company’s performance. EBITDA for 2024 was £16.7 million. EBITDA consists of Operating Profit of £3.8 million adding back Share based payments of £5.1 million, depreciation of £1.5 million, and amortisation of £6.3 million.

 

Operating profit has been impacted by a share based payment charge of £5.1 million. The directors do not recognise this charge other than conforming with share based payment methodology under accounting standards. This is the first reporting period for Airedale NewCo Limited incorporated on 8th December 2023 ahead of a successful debt raise process in which £34 million was raised and this process completed on 21st December 2023. This was to allow Chris Chadwick to facilitate the purchase of 100% ordinary share capital from remaining family shareholders at which point the group value was agreed at £100 million. As part of this first reporting period the purchase price of £100 million was analysed under a purchase price allocation exercise to determine the amount of goodwill and other intangibles in the business. This exercise determined that £75.8 million was goodwill. The directors believe the appropriate amortisation of this goodwill is 20 years and therefore an amortisation charge is included in administrative expenses amounting to £3.8 million (£6.3 million including amortisation on other intangible assets identified).

These charges have no bearing on operational profitability or on the company’s cashflow.

Directors recognise operating profit of the group is £15.2 million. 'Adjusted operating profit' on the Group Statement of Comprehensive Income and for the period ended 31 December 2024 is £8.9 million adding back £6.3 million for amortisation on other intangible assets included within administrative expenses. Directors recognise profit before taxation to be £12.5 million. Loss before taxation on the Group Statement of Comprehensive Income and for the period ended 31 December 2024 is £1.1 million adding back share-based payments of £5.1 million and amortisation on other intangible assets included within administrative expenses of £6.3 million.

 

Statement of financial position

Key Performance Indicators (KPIs) are capital investment, stock levels, debtor days (DSO) and liquidity.

 

Investment in fixed assets amounted to £1.7 million during the period. We were able to complete fixed asset projects in line with budget and found that project lead times reduced since materials became more readily available. Fleet assets were planned to arrive in 2024 however; some are still subject to extended lead times and therefore spilled into 2025.

 

Stock as at 31 December 2024 was £3.8 million.

 

Trade debtors at 31 December 2024 were £10.5 million and DSO was 48 days. DSO is calculated based on the trade receivables balance compared to sales for the current and previous months. The Group invests significant time into working capital management which is reflected in a consistent DSO ratio throughout the period.

 

The Group continually monitors cashflow to ensure we convert EBITDA to cash efficiently and to ensure the Group has sufficient liquidity to meet the company’s requirements.

 

Other performance indicators

 

Health and safety, quality and environmental

We have continued to work closely with the Health and Safety Executive and environmental bodies to ensure obligations are met.

 

Airedale operates their quality system under ISO14001 and ISO9001-2015 standards, demonstrating our commitment to operate the business under a 'best practice' philosophy.

 

During the period, we have continued our commitments to REACH legislation.

AIREDALE NEWCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -
Directors' statement of compliance with duty to promote the success of the Company

Under section 172 (1) of the Companies Act 2006, the Board has a duty to act in a way that would be most likely to

promote the success of the Group for the benefit of the shareholders and in doing so have regard to:

a. The likely consequences of any decision in the long term;

b. The interests of the Group’s employees;

c. The need to foster the Group’s business relationships with suppliers, customers and others;

d. The impact of the Group’s operations on the community and the environment;

e. The desirability of the Group maintaining a reputation high standards of business conduct; and

f. The need to act fairly between members of the Group

 

As part of the Board’s decision making and review process, the Directors consider the potential impact of decisions on all stakeholders and consider the key stakeholders to be:

Employees

 

Our employees are our most important asset and maintaining a positive culture is important to the continued success of the Group. The Board regularly communicate the objectives and performance of the business and have frequent interactions with our staff on all matters relating to Health & Safety, Social and Environmental matters. The Board actively encourages suggestions from throughout the business on improvement ideas and fosters a cooperative and collaborative working environment.

Customers and suppliers

 

We work closely with our customers and suppliers to develop collaborative and supportive relationships across all areas with a continual stream of improvement ideas to assist with improving business relationships both up and down the supply chain. We provide our customers with access to products from many different manufacturers and complement this supplier reach with value added services to support further growth and sustainability goals. The Group has strong relationships with both its customers and suppliers, built over many years of successful cooperation. The Board takes direct responsibility for many customer and supplier relationships which has delivered strong mutual benefits for all stakeholders, and this will continue to be a focus area in the future.

 

Shareholders

 

The Group communicates on a regular basis with its shareholders to ensure alignment with the objectives of the owners and to communicate on performance. The Board believes it has a good relationship with its shareholders, and they support the objectives of the business. Following relevant engagement with Shareholders during the period, the ultimate Parent Company, Airedale NewCo Limited, issued growth shares to shareholders and directors of the Group. Details of the growth shares issued are included in the notes to these financial statements.

Local Community and Environment

 

The Group places high importance on its role in the community and environment. In addition to ongoing direct investment in local initiatives such as providing and maintaining defibrillators in the local area, we also commit time to support local schools and charities. The Board has directly supported members of staff in fundraising and sponsorship and encourages employees in other activities in support of good causes. The Board has also invested in external support to develop, implement and manage its ESG strategy which will enhance the Group’s role in this area and continue to support the protection of and improvement of the environment.

Business Standards

 

The Board is committed to ensuring the business and its employees act in a responsible manner and maintain the highest standards of conduct. During the period, policies have been regularly reviewed and communicated to support this commitment.

AIREDALE NEWCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -

On behalf of the board

C Thomson
Director
17 July 2025
AIREDALE NEWCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -

The directors present their annual report and financial statements for the period ended 31 December 2024.

 

Principal activity

The principal activity of the Group is the manufacture and supply of commodity and specialty chemicals.

 

As noted in the strategic report the entity was incorporated on 8 December 2023 and acquired the Group on 21 December 2023. These are the first financial statements for the company and the Group under the new structure.

Results and dividends

The results for the period are set out on page 13.

Ordinary dividends were paid amounting to £1,378,569.

 

The directors do not recommend payment of a further dividend.

Directors

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

C J Chadwick
C Thomson
R Ward

All directors were appointed on the date of incorporation of the Company, 8 December 2023.

Research and development

The Group is engaged in research and development projects to support products supplied to our existing customer base and also in the development of new products as part of our ongoing strategy. The Group incurred estimated costs of £448,601 which were expensed in full to the Income statement in the period ended 31 December 2024.

Auditor

BDO LLP were appointed as auditors during the period. They will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption are as follows:

 

2024

Total energy consumption (kWh)        11,510,032

 

Scope 1 emissions

For the Period ended 31 December 2024, the Group had emissions from the direct combustion of gas totalling 4,147,732 kWh with a 756.65 tCo2 and had 5,869,113 kWh with a 1,274.92 tCO2 of emissions from combustion of fuel for the purposes of transport (scope 1).

 

Scope 2 emissions

For the Period ended 31 December 2024, the Group had 834,493 kWh with 172.78 tCO2 of emissions from purchased electricity.

 

Scope 3 emissions

For the Period ended 31 December 2024, the Group had 17.54 tCO2 of emissions from business travel and employee-owned vehicle & where the Group is responsible for purchasing the fuel.

 

Note the comparative information is included in the 2023 financial statements for Airedale Group Holdings Limited which was the parent company of the group at the 2023 year end.

 

AIREDALE NEWCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 6 -
Methodology

This assessment has been verified by a third party, Lucion Delta Simons Environmental Consultants Limited in general accordance with ISO14064-1:2006 Greenhouse gases – part 1: Specification with guidance at the organization level for quantification and reporting of greenhouse gas emissions and removals.

Intensity ratio

We measure our annual emissions in relation to total turnover (our 'intensity ratio'). For the Period ended 31 December 2024, the tonne per £m of revenue was 28.78 tC02e.

Primary energy efficiency measures implemented.

The directors are mindful of environmental issues and take all reasonable steps to ensure that the emissions from the Group's total business space is minimised. In addition to previously implemented measures, solar panels and drawing water from our own bore hole, we have again invested in energy efficiency during the period under review. These projects included lighting in the offices and warehouses being replaced with more energy efficient alternatives. Reduced power alternatives being fitted to plant and equipment. Compressed air leak detection and voltage optimisation.

 

Energy and carbon report

The group has followed the UK government Environmental Reporting Guidelines, including streamlined Energy and Carbon reporting guidance (March 2019) in conjunction with UK Government GHG conversion factors for company reporting.

 

During the Period the group's annual quantity of CO2 equivalent emissions were broken down as follows:

 

 

2024
Electricity Tonnes CO2e
178.78
Gas Tonnes CO2e
756.65
Road fuel Tonnes CO2e
1,274.92
Total Tonnes CO2e
2,031.57
The annual quantity of energy consumes resulting from the purchase of electricity and consumption of gas was:
2024
Electricity kWh
834,493
Gas kWh
4,147,732
Total
4,982,225

The Group looks at ways to improve its environmental impact and energy efficiency as a large energy consumer both of our in-house transport fleet and for our production facilities. energy consumption Is a key metric that we monitor constantly.

 

We have invested heavily in the most modem transport fleet to drive reductions in our diesel consumption and improve our overall transport operational efficiency as technology improves, we will look at other forms of transport weather that be full electric trucks or hybrid vehicles.

 

Our engineering team constantly review the mechanical operations of our plant, ensuring that the equipment used is the most energy efficient, maximising our production, whilst ensuring our energy consumption and emissions are as low as possible.

AIREDALE NEWCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 7 -
The total annual emissions in proportion to the group's average number of employees is as follows:
2024
Number of employees
137
Tonnes CO2e per employee
17.77
Going concern

The Group remains optimistic about its resilience and ability to continue to deliver strong operating profits and positive cash flows. Furthermore, the strength of the Company’s balance sheet and the significant levels of headroom within financing facilities mean the Group is well placed to deal with any adverse market scenarios that may arise.

 

On 21 December 2023 the group entered into a facilities agreement with Pricoa Capital for £34 million over a five year term. There are covenants within the facilities agreement for cashflow and leverage and these are tested quarterly from 31 March 2024. As part of this process forecasts were prepared and stress tested covering the five-year term. There was sufficient headroom forecast against covenants at all testing dates.

 

In addition, the group produces regular forecasts, which include review by the Board of Director’s performed on a quarterly basis of current trading conditions; and has concluded that sufficient headroom exists within the current facilities.

 

There have been no significant changes in the Company’s principal activities in the Period under review, and the Directors believe the business is ideally placed to fully realise its growth potential in the coming years.

 

At the time of preparing and date of approving these financial statements the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future for a period for at least twelve months. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Matters covered in the Strategic Report

Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the directors consider them to be of strategic importance to the Group.

 

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

 

 

On behalf of the board
C Thomson
Director
17 July 2025
AIREDALE NEWCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

 

Group law requires the directors to prepare financial statements for each financial period. 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 Group 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 of the profit or loss of the Group for that period.

 

In preparing these financial statements, the directors are required to:

 

 

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

 

AIREDALE NEWCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AIREDALE NEWCO LIMITED
- 9 -
Opinion

In our opinion the financial statements:

We have audited the financial statements of Airedale Newco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

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

 

Independence

 

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.

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

 

We have nothing to report in this regard.

AIREDALE NEWCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AIREDALE NEWCO LIMITED
- 10 -

Other Companies Act 2006 reporting

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

Non-compliance with laws and regulations

 

Based on:

AIREDALE NEWCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AIREDALE NEWCO LIMITED
- 11 -

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations.

 

Our procedures in respect of the above included:

 

Fraud

 

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

 

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls, unusual journal entries in respect of revenue recognition and potential fraud relating to a lack of segregation in the payroll cycle.

 

Our procedures in respect of the above included:

 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

Other matters which we are required to address

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

 

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

AIREDALE NEWCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AIREDALE NEWCO LIMITED
- 12 -

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.

Neil Ebdon (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditors
21 July 2025
Leeds, UK
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
AIREDALE NEWCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
Period
ended
31 December
2024
Notes
£
Turnover
3
80,142,916
Cost of sales
(49,415,187)
Gross profit
30,727,729
Distribution costs
(3,695,685)
Administrative expenses
(18,202,871)
Other operating income
105,097
Adjusted operating profit
5
8,934,270
Share-based payments
4
(5,137,975)
Operating profit
6
3,796,295
Interest receivable and similar income
10
292,965
Interest payable and similar expenses
11
(5,178,238)
Loss before taxation
(1,088,978)
Tax on loss
12
(2,385,991)
Loss and total comprehensive loss for the financial period
(3,474,969)

There was no other comprehensive income for the period ended 31 December 2024.

 

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

The notes on pages 19 to 45 form part of these financial statements.

AIREDALE NEWCO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 14 -
2024
Notes
£
£
Fixed assets
Goodwill
14
72,055,678
Other intangible assets
14
14,084,218
Total intangible assets
86,139,896
Tangible assets
15
9,956,730
96,096,626
Current assets
Stocks
18
3,835,013
Debtors
19
12,090,114
Cash at bank and in hand
3,617,955
19,543,082
Creditors: amounts falling due within one year
20
(21,021,787)
Net current liabilities
(1,478,705)
Total assets less current liabilities
94,617,921
Creditors: amounts falling due after more than one year
21
(45,281,670)
Provisions for liabilities
Deferred tax liability
24
4,287,305
(4,287,305)
Net assets
45,048,946
Capital and reserves
Called up share capital
27
8,641
Merger reserve
46,666,459
Profit and loss reserves
(1,626,154)
Total equity
45,048,946

The notes on pages 19 to 45 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 17 July 2025 and are signed on its behalf by:
R Ward
Director
Company registration number 15335361 (England and Wales)
AIREDALE NEWCO LIMITED
COMPANY BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 15 -
2024
Notes
£
£
Fixed assets
Investments
16
102,381,362
Current assets
Debtors
19
25,000
Creditors: amounts falling due within one year
20
(17,567,977)
Net current liabilities
(17,542,977)
Total assets less current liabilities
84,838,385
Creditors: amounts falling due after more than one year
21
(43,167,110)
Net assets
41,671,275
Capital and reserves
Called up share capital
27
8,641
Merger reserve
46,666,459
Profit and loss reserves
(5,003,825)
Total equity
41,671,275

The notes on pages 19 to 45 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £7,127,640.

The financial statements were approved by the board of directors and authorised for issue on 17 July 2025 and are signed on its behalf by:
R Ward
Director
Company registration number 15335361 (England and Wales)
AIREDALE NEWCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 16 -
Share capital
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 8 December 2023
-
0
-
-
0
-
0
Period ended 31 December 2024:
Loss and total comprehensive loss
-
-
(3,474,969)
(3,474,969)
Issue of share capital
27
6,815
-
-
6,815
Dividends
13
-
-
(1,653,569)
(1,653,569)
Credit to equity for equity settled share-based payments
26
-
-
3,502,384
3,502,384
Share for share exchange
28
1,826
46,666,459
-
46,668,285
Balance at 31 December 2024
8,641
46,666,459
(1,626,154)
45,048,946
AIREDALE NEWCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 17 -
Share capital
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 8 December 2023
-
0
-
-
0
-
0
Period ended 31 December 2024:
Loss and total comprehensive loss
-
-
(7,127,640)
(7,127,640)
Issue of share capital
27
6,815
-
-
6,815
Dividends
13
-
-
(1,378,569)
(1,378,569)
Credit to equity for equity settled share-based payments
26
-
-
3,502,384
3,502,384
Share for share exchange
28
1,826
46,666,459
-
46,668,285
Balance at 31 December 2024
8,641
46,666,459
(5,003,825)
41,671,275
AIREDALE NEWCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 18 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from operations
34
16,531,440
Interest paid
(3,878,108)
Income taxes paid
(5,483,470)
Net cash inflow from operating activities
7,169,862
Investing activities
Purchase of business
29
(28,042,889)
Purchase of intangible assets
(94,998)
Purchase of tangible fixed assets
(844,429)
Proceeds from disposal of tangible fixed assets
7,200
Transactions costs on purchase of business
(721,020)
Interest received
292,965
Net cash used in investing activities
(29,403,171)
Financing activities
Proceeds from issue of shares
7,105
Transactions cost related to loans and borrowings
(996,890)
Proceeds from borrowings
32,804,000
Repayment of bank loans
(3,605,239)
Payment of finance leases obligations
(454,143)
Dividends paid to equity shareholders
(1,653,569)
Amount withdrawn by directors
(250,000)
Net cash generated from financing activities
25,851,264
Net increase in cash and cash equivalents
3,617,955
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
3,617,955
AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 19 -
1
Accounting policies
Company information

Airedale Newco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Airedale Mills, Skipton Road, Crosshills, Keighley, west Yorkshire, BD20 7BX.

 

The group consists of Airedale Newco Limited and all of its subsidiaries.

1.1
Accounting convention

The group and separate financial statements of Airedale Newco Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, ‘The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland’ (‘FRS 102’) and the Companies Act 2006. The consolidated and separate financial statements have been prepared under the historical cost convention.

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates and it also requires group management to exercise judgement in applying the group’s accounting policies (see note 2).

 

These financial statements include both the separate and consolidated financial statements of Airedale Newco Limited.

1.2
Parent company separate financial statement

In preparing the separate financial statements of Airedale Newco Limited, advantage has been taken of the following disclosure exemptions available in FRS 102 on the basis the information is included in the consolidated financial statements:

1.3
Basis of consolidation

The consolidated financial statements incorporated the financial statements of the company and entities controlled by the Group (its subsidiaries).

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

 

 

 

 

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.4
Business combination

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.5
Going concern

The Group remains optimistic about its resilience and ability to continue to deliver strong operating profits and positive cash flows. Furthermore, the strength of the Group's balance sheet and the significant levels of headroom within the financing facility means the Group is well placed to deal with any adverse market scenarios that may arise.

 

The Group entered into a facilities agreement with Pricoa Capital for £34 million on 21 December 2023 over a five year term. There are covenants within the facilities agreement for cashflow and leverage and these are tested quarterly from 31 March 2024. As part of this process forecasts were prepared and stress tested, covering five years.

 

In addition Airedale Group continue to produce regular forecasts, which include reviews by the Board of Directors, performed on a quarterly basis, of current trading conditions; and has concluded that sufficient headroom exists within the current facilities. The facilities are due for renewal in April 2025, though use of the facilities is not expected to have a significant impact on forecasted headroom of the Group.

 

There have been no significant changes in the Group's principal activities in the period under review, and the Directors believe the business is ideally placed to fully realise its growth potential in the coming years.

 

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

1.6
Turnover

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

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

 

Turnover from the provision of goods is recognised when the risks and rewards of ownership of goods have been transferred to the customer. The risk and rewards of ownership of goods are deemed to have been transferred to the customer when the goods are delivered to, or are picked up by, the customer for UK based sales. For overseas based sales, the risks and rewards of ownership are deemed to have been transferred based upon relevant incoterms.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Patents & licences
12.5% - 33% straight line
Customer list
50% straight line
Brand
10% straight line
1.9
Tangible fixed assets

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

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

Freehold buildings
2% on cost
Freehold improvements
2% on cost
Plant and equipment
20% on reducing balance, 20% on cost
Fixtures and fittings
20% on reducing balance
Motor vehicles
25% on reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -

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

1.11
Impairment of fixed assets

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

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

 

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

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

1.12
Stocks

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

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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

Intermediate bulk containers ("IBC's") are used in the business to transport certain chemicals to customers. Dependent on the type of chemical the directors are uncertain of the estimated useful life. The directors have taken the prudent approach to write off IBCs in the period they are purchased.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
1.13
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of overdrafts that are repayable on demand and form an integral part of the Group's cash management.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

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

Derecognition of financial assets

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

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, and borrowings are initially measured at transaction price adjusted for transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

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

Current tax

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

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 25 -
Deferred tax

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

 

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

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

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

1.19
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Monte Carlo model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimated number of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

The share based payments are over the shares in Airedale Newco Limited. Where options are issued by one group entity for settlement in its own shares, and these options are granted to employees of a subsidiary entity, the issuing entity recognises the charge as an increase in cost of investment, whilst the subsidiary recognises this as a capital contribution in the Statement of Changes in Equity. Airedale Newco Limited has therefore recognised the charge as an increase in the cost of investment in its entity financial statements.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 26 -
1.20
Leases

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

 

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

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

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of non-monetary assets

Determined whether there are indicators of impairment of the group's intangible and tangible assets. Factors taken into consideration in reaching such decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

 

The Company assesses whether there are indicators of impairment in the carrying value of its investment in its subsidiary. This assessment involves significant judgement and includes consideration of the subsidiary’s financial performance, future cash flow projections, and the overall economic environment. Where applicable, the evaluation also takes into account the subsidiary’s strategic importance and its role within the wider group structure.

Share-based payments

Airedale Newco Limited, granted new Growth Shares during the period to certain employees of the company and its subsidiary, Airedale Chemical Company Limited. The Growth Shares are split into various classes which each carry rights to participate in returns above certain hurdles.

Fair value of the Growth shares

The Growth shares are fair valued at the grant date, and the resultant share based payment expense is spread over the expected vesting period of the instruments. The shares granted during the period were valued using the Monte Carlo model. This model requires a number of assumptions including the vesting period of the shares.

The key estimate in this calculation is the vesting period, which is discussed below. All other factors had limited bearing on the valuation of the Growth shares.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 27 -

Share-based payments classification in the parent company

Should a Growth Shareholder decide to resign from the business the terms of the award entitle them to receive a payment of 50% of the fair value of the award in exchange for selling their shares back to the parent company. This option means that the substance of the award is a cash settled scheme over 50% of the shares and an equity settled scheme over the remaining 50%. As such the directors have valued the equity settled portion at the grant date and the remaining cash settled portion has been adjusted to its period end value representing the obligation on the company as at the period end.

Share-based payments classification in the subsidiary company

The Growth Shares were always treated as equity settled in Airedale Chemical Company Limited.

Growth shares vesting period

Growth Shareholders will normally only be able to exercise their shares in connection with certain “exit events”. These exit events include a “share sale” (i.e. where a purchaser acquires a sufficient number of the Parent Company’s shares to acquire control of the Parent Company) or a “listing” (i.e. where the shares of the Parent Company are listed on a stock exchange).

 

At the grant date, management considered 5 years from 31 December 2023 to represent a reasonable vesting period for the purposes of the share option valuation in the financial statements. However, this assessment has since been revised and management now considers 18 months from the current reporting date to be a reasonable vesting period. It should also be noted that any growth shares that are cash-settled are considered to vest immediately.

Useful economic life

Management has determined a useful economic life of 20 years for goodwill, based on the expected duration over which the benefits of the acquisition will be realised. This reflects the stable nature of the business, long-term customer relationships, and limited risk of obsolescence. While longer than typical, the 20-year period is considered reasonable given the enduring nature of the synergies and value expected from the acquisition. The estimate is reviewed at each reporting date.

Key sources of estimation uncertainty

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

Tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Fair value of the Growth shares

The Growth shares are fair valued at the grant date, and the resultant share based payment expense is spread over the expected vesting period of the instruments. The shares granted during the period were valued using the Monte Carlo model. This model requires a number of assumptions including the vesting period of the shares.

The key estimate in this calculation is the vesting period, which is discussed below. All other factors had limited bearing on the valuation of the Growth shares.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 28 -
3
Turnover
Period ended 31 December
2024
£
Turnover analysed by geographical market
United Kingdom
75,434,673
EU
4,269,633
Non EU Countries
300,245
Rest of the World
138,365
80,142,916
4
Share-based payment charges
Period ended
31 December
2024
£
Expenditure
Equity-settled share based payment
3,502,384
Cash-settled share based payment
1,635,591
5,137,975

Details of the share-based payment charges are provided in note 26.

5
Alternative Performance Measures

The Directors have used an Alternative Performance Measure ("APM") in the preparation of these financial statements. The Consolidated Income Statement has presented Adjusted Operating Profit, where Adjusted Operating Profit represents underlying profit before share-based payment expenditure. This measure is stated before notable items of non-cash expenditure, which are explained in note 4.

 

The Directors have presented this APM because they feel it most suitably represents and explains the underlying performance of the business, and allows comparability between the current and comparative period in light of the rapid changes in the business. The Directors also believe that this will allow an ongoing trend analysis of this performance based on current plans for the business.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 29 -
6
Operating profit
Period ended 31 December
2024
£
Operating profit for the period is stated after charging/(crediting):
Exchange gains
(213,760)
Research and development costs
448,601
Depreciation of tangible fixed assets
1,469,150
Loss on disposal of tangible fixed assets
31,779
Amortisation of intangible assets
6,299,624
Share-based payments
5,137,975
Operating lease charges
351,552
7
Auditor's remuneration
Period ended 31 December
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
38,000
Audit of the financial statements of the company's subsidiaries
115,000
153,000
For other services
All other non-audit services
12,000
8
Employees

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

Group
Company
Period ended 31 December
Period ended 31 December
2024
2024
Number
Number
Management and administration
49
3
Sales & Distribution
44
-
Technical Staff
7
-
Production
37
-
Total
137
3
AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
8
Employees
(Continued)
- 30 -

Their aggregate remuneration comprised:

Group
Company
Period ended 31 December
Period ended 31 December
2024
2024
£
£
Wages and salaries
6,521,422
-
Social security costs
612,680
-
Pension costs
276,609
-
0
7,410,711
-
Share-based payment
5,137,975
3,477,632
9
Directors' remuneration
Period ended
31 December
2024
£
Remuneration for qualifying services
416,076
Company pension contributions to defined contribution schemes
53,535
469,611
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2.
Two directors received shares during the period under a long-term incentive scheme.
Directors' salaries are paid by Airedale Chemical Company Limited, and no recharges are done to the associate companies.
Remuneration disclosed above includes the following amounts paid to the highest paid director:
Period ended
31 December
2024
£
Remuneration for qualifying services
300,202

The value of the contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £16,035.

 

The highest paid director received shares during the period under a long-term incentive scheme.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 31 -
10
Interest receivable and similar income
Period ended 31 December
2024
£
Interest income
Interest on bank deposits
292,965

 

Interest received during the period is related to financial assets not measured at fair value through profit or loss.

11
Interest payable and similar expenses
Period ended 31 December
2024
£
Interest on bank overdrafts and loans
4,998,643
Interest on finance leases and hire purchase contracts
48,648
Other interest on financial liabilities
130,947
Total interest expense on financial liabilities not measured at fair value through profit or loss
5,178,238
12
Taxation
Period ended 31 December
2024
£
Current tax
UK corporation tax on profits for the current period
2,546,923
Adjustments in respect of liabilities acquired
(141,706)
Total current tax
2,405,217
Deferred tax
Origination and reversal of timing differences
(566,160)
Adjustments in respect of amounts acquired
546,934
Total deferred tax
(19,226)
Total tax charge
2,385,991
AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
12
Taxation
(Continued)
- 32 -

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

Period ended 31 December
2024
£
Loss before taxation
(1,088,978)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(272,245)
Tax effect of expenses that are not deductible in determining taxable profit
1,300,522
Difference between depreciation and capital allowances
95,687
Amortisation on assets not qualifying for tax allowances
1,517,323
Research and development tax credit
(96,449)
Over provision of liabilities acquired
(141,705)
Deferred tax adjustments in respect of amounts acquired
546,934
Movement in deferred tax recognised
(566,159)
Movement in deferred tax not recognised
70,901
Patent box
(68,818)
Taxation charge
2,385,991

The corporation tax rate was 25% throughout the period. Deferred tax balances are recognised at a rate of 25%.

13
Dividends
Period ended 31 December
2024
Recognised as distributions to equity holders:
£
Interim paid
1,378,569

During the period, the company paid unlawful dividends of £1,378,569, as the dividends exceeded available distributable reserves at the time of payment. After the period-end, a dividend of £6,000,000 was received from Airedale Group Holdings Limited to clear the P&L reserves deficit in Airedale Newco Limited, which is shown to be £5,003,825 as of 31 December 2024. The directors confirm that the Group traded with positive reserves and cash balances throughout 2024, and Airedale Group Holdings Limited had distributable P&L reserves brought forward on 1 January 2024 amounting to £20,286,396. The period-end retained deficit of the company was the result of an administrative error arising from not preparing relevant accounts at a company level and consequently not ensuring sufficient dividends were received from subsidiaries before payments were made. However, as noted, this has been rectified post-period end.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 33 -
14
Intangible fixed assets
Group
Goodwill
Patents & licences
Customer list
Brand
Total
£
£
£
£
£
Cost
At 8 December 2023
-
0
-
0
-
0
-
0
-
0
Additions - separately acquired
-
0
94,998
-
0
-
0
94,998
Additions - business combinations
75,848,082
10,325,767
890,794
5,279,879
92,344,522
At 31 December 2024
75,848,082
10,420,765
890,794
5,279,879
92,439,520
Amortisation and impairment
At 8 December 2023
-
0
-
0
-
0
-
0
-
0
Amortisation charged for the period
3,792,404
1,533,835
445,397
527,988
6,299,624
At 31 December 2024
3,792,404
1,533,835
445,397
527,988
6,299,624
Carrying amount
At 31 December 2024
72,055,678
8,886,930
445,397
4,751,891
86,139,896
The company had no intangible fixed assets at 31 December 2024.
Amortisation of intangible assets is charged to administrative expenses.

 

For details of the acquisition in the period see note 29.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 34 -
15
Tangible fixed assets
Group
Freehold buildings
Freehold improvements
Assets under construction
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 8 December 2023
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Additions
-
0
115,585
13,828
490,624
54,510
1,017,981
1,692,528
Business combinations
2,173,997
2,814,232
66,067
3,579,087
151,000
987,934
9,772,317
Disposals
-
0
-
0
-
0
(296,930)
(20,918)
(286,262)
(604,110)
Transfers
-
0
(95,832)
-
0
(60,294)
156,126
-
0
-
0
At 31 December 2024
2,173,997
2,833,985
79,895
3,712,487
340,718
1,719,653
10,860,735
Depreciation and impairment
At 8 December 2023
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
51,785
65,683
-
0
907,504
74,815
369,363
1,469,150
Eliminated in respect of disposals
-
0
-
0
-
0
(285,623)
(19,987)
(259,535)
(565,145)
Transfers
-
0
(13,520)
-
0
(74,246)
87,766
-
0
-
0
At 31 December 2024
51,785
52,163
-
0
547,635
142,594
109,828
904,005
Carrying amount
At 31 December 2024
2,122,212
2,781,822
79,895
3,164,852
198,124
1,609,825
9,956,730
The company had no tangible fixed assets at 31 December 2024.
Depreciation of tangible assets is charged to administrative expenses and distribution costs.
AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
15
Tangible fixed assets
(Continued)
- 35 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2024
£
£
Plant and equipment
28,467
-
0
Motor vehicles
1,342,812
-
0
Improvements to property
184,386
-
1,555,665
-
16
Fixed asset investments
Company
2024
Notes
£
Investments in subsidiaries
17
102,381,362
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 8 December 2023
-
Additions
100,721,020
Contribution to subsidiary
1,660,342
At 31 December 2024
102,381,362
Carrying amount
At 31 December 2024
102,381,362

The contribution to subsidiary is in respect of the element of the share based payment charge which relates to employees in subsidiary companies.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 36 -
17
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Airedale Group Holdings Limited
1
Holding company
Ordinary
100.00
-
Airedale Chemical Company Limited
2
Trading company
Ordinary
0
100.00
Airedale Solutions Limited
3
Dormant
Ordinary
0
100.00
Alutech Surface Treatments Limited
4
Dormant
Ordinary
0
100.00
McCann Chemicals Limited
5
Dormant
Ordinary
0
100.00
D C Cleaning Solutions Limited
6
Dormant
Ordinary
0
100.00
Rigest Trading Limited
7
Dormant
Ordinary
0
100.00
Rigest Trading (Ireland) Limited
8
Dormant
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Airedale Mills Skipton Road, Cross Hills, Keighley, West Yorkshire, England, BD20 7BX
2
Airedale Mills Skipton Road, Cross Hills, Keighley, West Yorkshire, England, BD20 7BX
3
Airedale Mills Skipton Road, Cross Hills, Keighley, West Yorkshire, England, BD20 7BX
4
Airedale Mills Skipton Road, Cross Hills, Keighley, West Yorkshire, England, BD20 7BX
5
Airedale Mills Skipton Road, Cross Hills, Keighley, West Yorkshire, England, BD20 7BX
6
Airedale Mills Skipton Road, Cross Hills, Keighley, West Yorkshire, England, BD20 7BX
7
Airedale Mills Skipton Road, Cross Hills, Keighley, West Yorkshire, England, BD20 7BX
8
BDO Dublin, Block 3, Miesian Plaza, 50-58 Baggot Street Lower, Dublin 2, Ireland, D01 Y754

Airedale Newco Limited has provided, under section 479a Companies Act 2006, a guarantee which permits wholly-owned subsidiaries Airedale Group Holdings Limited (Company number 08368496, registered in England & Wales) and McCann Chemicals Limited (Company number 03394478, registered in England & Wales) to not obtain an audit of their financial statements for the year ended 31 December 2024.

18
Stocks
Group
Company
2024
2024
£
£
Finished goods and goods for resale
3,835,013
-
0

Impairment losses totalling £nil were recognised during the period.

 

There is no material difference between the replacement cost of the stock and the amounts presented above.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 37 -
19
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
10,546,205
-
0
Corporation tax recoverable
454,610
-
0
Other debtors
391,859
-
0
Prepayments and accrued income
685,311
25,000
12,077,985
25,000
Amounts falling due after more than one year:
Deferred tax asset (note 24)
12,129
-
0
Total debtors
12,090,114
25,000

The impairment loss recognised in the profit and loss for the period in respect of bad and doubtful trade debtors was £9,643.

 

20
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Borrowings
22
4,601,325
4,500,000
Obligations under finance leases
23
428,754
-
0
Trade creditors
7,739,147
-
0
Amounts owed to group undertakings
-
0
10,187,760
Corporation tax payable
84,375
-
0
Other taxation and social security
1,341,197
-
Tax settlement scheme
832,995
-
Liability for share based payments
26
1,635,591
1,635,591
Other creditors
324,145
-
0
Accruals and deferred income
4,034,258
1,244,626
21,021,787
17,567,977
AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
20
Creditors: amounts falling due within one year
(Continued)
- 38 -

Amounts owed to Group undertaking are unsecured, interest free, have no fixed date of repayment and are repayable on demand. Amounts owed to group undertakings are presented as falling due within year in line with statutory format Statement of Financial Position considerations of the Companies Act.

 

Following a reorganisation in 2023 Airedale Chemical Limited became the only trading company in the Airedale Group.  It is therefore necessary to recharge the parent company, Airedale NewCo Limited financing costs in relation to a facilities agreement signed between Airedale NewCo Limited and PGIM. This is following the successful debt raise of £34 million on 21 December 2023. The loan balance between Airedale Chemical Limited and Airedale NewCo Limited is a current asset, even though there is an expectation it may not be paid within one year of the financial period end.

 

Obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.

21
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Borrowings
22
43,864,788
43,167,110
Obligations under finance leases
23
653,303
-
0
Tax scheme settlement
763,579
-
0
45,281,670
43,167,110
Amounts included above which fall due after five years are as follows:
Payable by instalments
153,064
-
22
Loans and overdrafts
Group
Company
2024
2024
£
£
Borrowings
48,466,113
47,667,110
Payable within one year
4,601,325
4,500,000
Payable after one year
43,864,788
43,167,110
48,466,113
47,667,110
AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
22
Loans and overdrafts
(Continued)
- 39 -

Including in borrowings are:

 

 

 

 

 

 

23
Finance lease obligations
Group
Company
2024
2024
£
£
Future minimum lease payments due under finance leases:
Not later than one year
483,099
-
0
Later than one year and not later than five years
700,762
-
0
1,183,861
-
Less: future finance charges
(101,804)
-
0
1,082,057
-
0

Hire purchase creditors are secured on the assets to which the agreements relate.

24
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Assets
2024
2024
Group
£
£
Accelerated capital allowances
1,009,009
-
Intangible assets
3,278,296
12,129
4,287,305
12,129
AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
24
Deferred taxation
(Continued)
- 40 -
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 8 December 2023
-
-
Charge to profit or loss
549,995
-
Effect of change in tax rate - profit or loss
(569,221)
-
Arising on business combination
4,294,403
-
Other
(1)
-
Liability at 31 December 2024
4,275,176
-

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

25
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
276,609

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

 

Contributions totalling £33,098 were payable to the fund at the reporting date and are included within other creditors.

26
Share-based payment transactions

On 21 December 2023, the Group issued 37,310 growth shares across classes G1, G2, G3, and G4 to its employees. The shares granted to one employee were equity settled and vested immediately. Of the remaining shares the directors have assessed that due to the leaver terms attached to the shares 50% of the value of the scheme should be treated as cash settled with the remaining 50% being treated as equity settled. The cash settled scheme is considered to vest immediately on grant with the equity settled portion vesting over a period of 5 years.

On 22 July 2024, the Group issued an additional 1,000 growth shares over class G5, which had an identical 50% cash settled 50% equity settled treatment to the shares granted in December.

The growth shares for the reporting period are as follows:

Number of growth shares
2024
Number
Outstanding at 8 December 2023
-
Granted
38,310
AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
26
Share-based payment transactions
(Continued)
- 41 -
Outstanding at 31 December 2024
38,310

The expense below, relating to employee remuneration arising from share-based payment transactions, has been recognised in the statement of comprehensive income and credited to the share-based payment reserve.

Group
Period ended 31 December
2024
£
Expenses recognised in the period
Arising from equity settled share-based payment transactions
3,502,384
Arising from cash settled share based payment transactions
1,635,591

The equity settled portion of the Growth shares is fair valued at the grant date, and the resultant share based payment expense is spread over the expected vesting period of the instruments. The cash settled portion of the Growth shares is fair valued at the period end, and the resultant share based payment expense is recognised immediately.

 

The shares granted during the period were valued using the Monte Carlo model. This model requires a number of assumptions including the vesting period of the shares.

27
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of 10p each
48,099
4,811
G1 Ordinary shares of 10p each
15,824
1,582
G2 Ordinary shares of 10p each
7,162
716
G3 Ordinary shares of 10p each
8,162
816
G4 Ordinary shares of 10p each
6,162
616
G5 Ordinary shares of 10p each
1,000
100
86,409
8,641

Ordinary shares entitle the holder to vote, receive dividends and participate in assets available for a distribution. These shares are not redeemable.

 

G1 Ordinary shares, G2 Ordinary shares, G3 Ordinary shares, G4 Ordinary shares and G5 Ordinary shares do not entitle the holder to vote. These shareholders are entitled to receive a dividends and participate in assets available for a distribution. These shares are not redeemable.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 42 -
28
Merger reserve
2024
£
At 8 December 2023
-
Recognised during the period
46,666,459
At 31 December 2024
46,666,459

Merger reserve represents the difference between the nominal value of the shares issued by Airedale Newco Limited and the value of the shares acquired in Airedale Group Holdings Limited.

 

Merger reserve was created as part of the company's acquisition of Airedale Group Holdings Limited, during which the company issued equity shares in exchange for at least 90% of the nominal value of each class of ordinary shares of Airedale Group Holdings Limited. The acquisition of this shareholding met the criteria for merger relief. Accordingly, the shares issued as part of the transaction were recognised at fair value, with the premium element being recorded in the merger reserve.

29
Acquisition of a business

On 21 December 2023, the company acquired at least 90% share capital of Airedale Group Holdings Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
558,158
15,938,282
16,496,440
Property, plant and equipment
9,772,310
-
9,772,310
Cash at bank and in hand
6,048,111
-
6,048,111
Inventories
4,638,488
-
4,638,488
Trade and other receivables
14,832,679
-
14,832,679
Obligations under finance leases
(639,453)
-
(639,453)
Trade and other payables
(19,411,020)
-
(19,411,020)
Tax liabilities
(2,570,215)
-
(2,570,215)
Deferred tax
(309,832)
(3,984,571)
(4,294,403)
Total identifiable net assets
12,919,226
11,953,711
24,872,937
Goodwill
75,848,063
Total consideration
100,721,000
The consideration was satisfied by:
£
Cash
34,091,000
Issue of shares
46,675,000
Loan notes
19,234,000
Acquisition costs
721,020
100,721,020
AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
29
Acquisition of a business
(Continued)
- 43 -
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
80,142,916
Loss after tax
(2,837,981)

For cash flow disclosure the amounts are disclosed as follows:

 

£
Cash consideration
34,091,000
Cash and cash equivalent acquired
(6,048,111)
28,042,889
Less:
Directly attributable costs
(721,020)
Net cash outflow
27,321,869
30
Financial commitments, guarantees and contingent liabilities

There is a charge over the assets of the group held by Alter Domus Trustees (UK) Limited as security agents in respect of the borrowings of the Group.

31
Operating lease commitments
Lessee

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

Group
Company
2024
2024
£
£
Not later than one year
314,919
-
Later than one year and not later than five years
701,230
-
1,016,149
-
32
Related party transactions
Remuneration of key management personnel

The key management personnel of the Group are considered to be the same as the Directors. Disclosure of total compensation received by the Directors is provided in note 9.

 

Transactions with related parties

The Company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.

AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
32
Related party transactions
(Continued)
- 44 -
Transactions with related parties

During the period the group entered into the following transactions with related parties:

Amounts due from related parties
Group
2024
£
Group
Directors' loan
250,000

Director's loan is unsecured, interest free, have no fixed date of repayment and is repayable on demand.

33
Controlling party

The company is controlled by CJ Chadwick by virtue of his ownership of over 75% of the share capital of the company.

34
Cash generated from generated from group operations
2024
£
Loss for the period after tax
(3,474,969)
Adjustments for:
Taxation charged
2,385,991
Finance costs
5,178,238
Finance income
(292,965)
Loss on disposal of tangible fixed assets
31,779
Amortisation and impairment of intangible assets
6,299,624
Depreciation and impairment of tangible fixed assets
1,469,150
Equity settled share-based payment expense
3,502,384
Cash settled share-based payment expense
1,635,591
Movements in working capital:
Decrease in stocks
803,475
Decrease in debtors
3,113,489
Decrease in creditors
(4,120,347)
Cash generated from operations
16,531,440
AIREDALE NEWCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 45 -
35
Analysis of changes in net debt - group
8 December 2023
Cash flows
Acquisitions and disposals
New finance leases
Other non-cash changes
31 December 2024
£
£
£
£
£
£
Cash at bank and in hand
-
3,617,955
-
-
-
3,617,955
Borrowings
-
(29,198,761)
(19,234,000)
-
(33,352)
(48,466,113)
Obligations under finance leases
-
454,143
-
(1,536,200)
-
(1,082,057)
-
(25,126,663)
(19,234,000)
(1,536,200)
(33,352)
(45,930,215)

Acquisition-related changes reflect loan notes issued as part of the consideration for the purchase of Airedale Group Holdings Limited.

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