Registration number:
for the Year Ended
Newsome Limited
Contents
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account and Statement of Retained Earnings |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Newsome Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
Newsome has extensive engineering experience and a thorough knowledge of all aspects of process temperature control and HVAC solutions.
Having recently celebrated our 50th anniversary, the group continues to provide advice, equipment and services to the plastics, food and beverage, chemical and medical industries amongst others, with a clientele ranging from small local manufacturers right up to many household brands and companies within our key sectors.
We operate predominantly from our 30,000 square foot facility in Elland, West Yorkshire, with satellite offices in both the north and south of the UK. Our highly skilled technical sales, rental and service teams are situated close to the main motorway networks, so we can deliver a fast response to our customers’ individual needs right across the UK.
Fair review of the business
The Group’s ambition is to become the UK’s leading independent provider of temperature and humidity control solutions. We will achieve this by growing and developing our people, and through our combined experience we aim to redefine industry standards through technological innovation, customer service, and sustainability initiatives.
During 2024 we have taken a significant step forward towards achieving that vision with the addition of Penmann Climatic Systems Limited to the group. Penmann is a business we have known and admired for a number of years, and with their particular expertise in process cooling, humidity control and ventilation in the food industry, they were a natural fit to complement our existing team.
We have also taken the opportunity in the year to continue to invest in our rental fleet, which will allow us to offer a wider range of equipment to meet our customers’ needs, as well as our service team which has grown in size to further improve our exceptional service offering right across the UK.
The only disappointing note in the year was the loss of one of our key service customers, albeit through no fault of our own. This has had minimal impact on the current year figures, but will impact our service division going forwards.
As a result, we have continued our upwards trajectory with a CAGR in excess of 50% over the last three years. Along with the addition of Penmann has led to a record group turnover of £19.6m in the year. This has been driven by strong demand across all of our key divisions, with year on year growth recorded in each of Capital Sales, Rental, Service and Penmann.
This growth has been achieved by the fantastic efforts of our team, throughout the business. We would like to record our thanks to them for their continued support and commitment to consistently meeting and exceeding our own high expectations.
Newsome Limited
Strategic Report for the Year Ended 31 December 2024
Financial results and Key Performance Indicators
The Directors measure the underlying profitability of the business based on Group revenue and an Adjusted EBITA (“earnings before interest, tax and amortisation”) basis. Adjusted EBITA represents EBITA prior to one off costs that are unrelated to the ongoing performance of the business, such as the cost of securing investment or restructuring costs incurred.
For Management purposes, this is further analysed out by operating division - each of Capital Sales, Rental, Service and Penmann are treated as profit centres, each contributing towards our central overheads and overall profitability.
Key Performance Indicators used within the business include, but are not limited to:
• Order book by Division
• Revenue by Division
• Contribution by Division
• Overall profitability - Adjusted EBITA
At a headline level, Newsome revenue has increased by 26% from 2023 (pro-rated) to 2024, whilst Penmann revenue is up by 40% year on year.
On a pro-forma basis, overall group revenue has increased by 29% year on year, whilst as a group our EBITA has increased from £1.8m in 2023 (pro-rated for 12 months) to £2.2m in 2024.
Principal risks and uncertainties
As a business we are well capitalised, debt free, profitable, and now boast two renowned brands in the HVAC industry, that allow us to continue to expand our service offering and customer base. However, we are still subject to the vagaries of the wider economic environment, and the impact that has both on us directly, and indirectly through the impact on our customers.
During 2024, we have seen a new government elected in both the UK and the US, both of which have resulted in economic uncertainty. Whilst we have been able to absorb the immediate additional costs of employment, a high proportion of our income is generated through capital projects, some of which have been put on hold until some of that uncertainly has been eliminated.
Given the nature of our industry, our ongoing success is also subject to climate change. Whilst long term there will clearly be growth in our market as our customers have an ever-increasing need to control their internal environments, our rental and service divisions in particular can see large variations in activity depending on short term weather patterns.
Finally, we are also operating in a highly competitive sector. There are a number of large players in our market, and whilst we are able to differentiate our offering by delivering a personalised service and adding value over and above simple box sales at the lowest price, this does inevitably mean that we cannot win every contract nor customer.
The Board of Directors – where we are fortunate to have approaching 200 years of combined experience in our sector – continually monitor these risks and uncertainties, and ensure that appropriate mitigations are put in place where required.
Newsome Limited
Strategic Report for the Year Ended 31 December 2024
Approved and authorised by the
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Newsome Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the group
The directors who held office during the year were as follows:
Information included in the Strategic Report
All items required under Sch. 7 of Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 to be disclosed in the directors’ report are set out in the strategic report in accordance with s.414C(11) CA 2006.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
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Newsome Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Newsome Limited
Independent Auditor's Report to the Members of Newsome Limited
Opinion
We have audited the financial statements of Newsome Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account and Statement of Retained Earnings, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's affairs as at 31 December 2024 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Newsome Limited
Independent Auditor's Report to the Members of Newsome Limited
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
In planning and designing our audit tests, we identify and assess the risks of material misstatement within the financial statements, whether due to fraud or error. Our assessment of these risks includes consideration of the nature of the industry and sector, the control environment and the business performance along with the results of our enquiries of management, about their own identification and assessment of the risks of irregularities. We are also required to perform specific procedures to respond to the risk of management override.
Following this assessment we considered the opportunities and incentives that may exist within the company for fraud and identified the greatest potential for fraud in evaluating the stock and long term contracts.
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, through discussions with directors and other management, and from our commercial knowledge and experience of the sector in which the company operates, to enable us to identify the key laws and regulations applicable to the company. We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation.
We then performed audit procedures after consideration of the above risks which included the following:
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obtaining a detailed understanding of the methodology adopted by management and any key assumptions underpinning the calculation of stock; |
Newsome Limited
Independent Auditor's Report to the Members of Newsome Limited
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obtaining a detailed understanding of the methodology adopted by management and any key assumptions when recognising revenue, expenditure and deferred income in relation to long term contracts; |
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enquiring of management concerning actual and potential litigation and claims; |
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reviewing correspondence with HMRC, and the group's legal advisors; |
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performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
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reading minutes of meetings of those charged with governance; and; |
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in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
All engagement team members were informed of the relevant laws and regulations and potential fraud risks at the planning stage and reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify such items.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matter
The financial statements of Newsome Limited for the period ended 31 December 2023 were not audited.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
Statutory Auditors & Chartered Accountants
Newsome Limited
Consolidated Profit and Loss Account and Statement of Retained Earnings for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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|
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Distribution costs |
( |
- |
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Administrative expenses |
( |
( |
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Operating profit |
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Other interest receivable and similar income |
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Interest payable and similar charges |
( |
( |
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Profit before tax |
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|
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Taxation |
( |
( |
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Profit for the financial year |
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|
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Profit/(loss) attributable to: |
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Owners of the company |
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Retained earnings brought forward |
1,584,890 |
1,010,396 |
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Dividends paid |
( |
( |
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Retained earnings carried forward |
2,504,884 |
1,584,890 |
Newsome Limited
(Registration number: 01293217)
Consolidated Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
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Intangible assets |
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- |
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Tangible assets |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
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Share premium reserve |
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Capital redemption reserve |
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Profit and loss account |
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Equity attributable to owners of the company |
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Shareholders' funds |
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Approved and authorised by the
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Newsome Limited
(Registration number: 01293217)
Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
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£ |
£ |
£ |
£ |
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Fixed assets |
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Tangible assets |
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Investments |
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- |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current (liabilities)/assets |
( |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
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Share premium reserve |
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Capital redemption reserve |
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Profit and loss account |
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Shareholders' funds |
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The exemption under section 408 of the Companies Act has been taken therefore a Company Profit and Loss Account is not included. The company made a profit after tax for the financial year of £1,279,240 (2023 - profit of £954,428).
Approved and authorised by the
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Newsome Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Cash flows from operating activities |
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Profit for the year |
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
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Loss/(profit) on disposal of tangible assets |
|
( |
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Finance income |
( |
( |
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Finance costs |
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Corporation tax expense |
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Working capital adjustments |
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Increase in stocks |
( |
( |
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Increase in trade debtors |
( |
( |
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Increase in trade creditors |
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Cash generated from operations |
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Corporation taxes (paid)/received |
( |
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Net cash flow from operating activities |
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Cash flows from investing activities |
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Interest received |
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|
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Acquisitions of tangible assets |
( |
( |
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Proceeds from sale of tangible assets |
|
|
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Acquisition of investments |
( |
- |
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Net cash flows from investing activities |
( |
( |
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Cash flows from financing activities |
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Interest paid |
( |
( |
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Increase in / (Repayment) of other borrowing |
|
( |
|
|
Payments to finance lease creditors |
( |
( |
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Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
|
( |
|
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
|
Cash and cash equivalents at 1 January |
|
1,267,831 |
|
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Cash and cash equivalents at 31 December |
2,548,067 |
1,205,153 |
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Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The company's functional and presentation currency is pound sterling.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Disclosure of long or short period
Key sources of estimation uncertainty
Useful economic lives of tangible assets
The annual depreciation charge for tangible assets and their carrying amount is determined by the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually and amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. The carrying amount is £3,409,427 (2023 -£2,833,428).
Useful economic lives of intangible assets
The annual amortisation charge for intangible assets and their carrying amount is determined by the estimated useful economic lives and residual value of the assets. The useful economic lives and residual values are re-assessed annually and amended when necessary to reflect current estimates. The carrying amount is £1,419,943 (2023 -£Nil).
Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other debtors, management considers factors which include the current credit rating of the debtor, the ageing profile of debtors and historical experience. The carrying amount is £4,800,813 (2023 -£3,870,375).
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Government grants
Grants towards capital expenditure are released to the profit and loss account over the expected useful life of the assets. Grants towards revenue expenditure are released to the profit and loss account as the related expenditure is incurred.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Freehold property |
2% straight line |
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Plant & machinery |
10% straight line |
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Fixtures, fittings & equipment |
10%-20% straight line |
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Office Equipment |
25% straight line |
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Motor vehicles |
20%-25% reducing balance |
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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Rental assets |
10% straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired entity, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10% straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Provisions
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Basic financial assets, including trade and other receivables, are initially recognised at transaction price, 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 for a similar asset. Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 and any subsequent reversal is recognised in profit or loss.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
|
|
The amount of contract revenue recognised as Turnover in the year was £
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
- |
|
Operating lease expense - plant and machinery |
|
|
|
Operating lease expense - other |
|
- |
|
Loss/(profit) on disposal of property, plant and equipment |
|
( |
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Other finance income |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Interest expense on other finance liabilities |
|
- |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
- |
|
Pension costs, defined contribution scheme |
|
|
|
|
|
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
285,954 |
133,808 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2024 |
2023 |
|
|
Accruing benefits under defined benefit pension scheme |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
18,000 |
- |
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
( |
|
416,321 |
259,974 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Tax expense in the income statement |
|
|
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Decrease in UK and foreign current tax from unrecognised temporary difference from a prior period |
( |
- |
|
Tax increase/(decrease) from other tax effects |
|
( |
|
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Liability |
|
Accelerated capital allowances |
479,000 |
|
Other short-term timing differences |
(91,000) |
|
|
|
2023 |
Liability |
|
Accelerated capital allowances |
345,000 |
|
Other short-term timing differences |
(32,000) |
|
|
The amount of the net reversal of deferred tax assets and deferred tax liabilities expected to occur during the year beginning after the reporting period is £(
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intangible assets |
Group
|
Goodwill |
Total |
|
|
Cost or valuation |
||
|
Acquired through business combinations |
|
|
|
At 31 December 2024 |
|
|
|
Amortisation |
||
|
Amortisation charge |
|
|
|
At 31 December 2024 |
|
|
|
Carrying amount |
||
|
At 31 December 2024 |
|
|
|
At 31 December 2023 |
- |
- |
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
Group
|
Land and buildings |
Plant and machinery |
Furniture, fittings and equipment |
Office equipment |
Motor vehicles |
Rental assets |
Total |
|
|
Cost or valuation |
|||||||
|
At 1 January 2024 |
|
|
|
- |
|
|
|
|
Additions |
- |
|
|
- |
|
|
|
|
Acquired through business combinations |
- |
- |
|
|
|
- |
|
|
Disposals |
- |
( |
- |
- |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
|
|
Depreciation |
|||||||
|
At 1 January 2024 |
|
|
|
- |
|
|
|
|
Charge for the year |
|
|
|
- |
|
|
|
|
Eliminated on disposal |
- |
( |
- |
- |
( |
( |
( |
|
Acquired through business combinations |
- |
- |
|
|
|
- |
|
|
At 31 December 2024 |
|
|
|
|
|
|
|
|
Carrying amount |
|||||||
|
At 31 December 2024 |
|
|
|
|
|
|
|
|
At 31 December 2023 |
|
|
|
- |
|
|
|
Included within the net book value of land and buildings above is £1,423,214 (2023 - £1,446,980) in respect of freehold land and buildings.
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Company
|
Land and buildings |
Plant and machinery |
Furniture, fittings and equipment |
Motor vehicles |
Rental assets |
Total |
|
|
Cost or valuation |
||||||
|
At 1 January 2024 |
|
|
|
|
|
|
|
Additions |
- |
|
|
- |
|
|
|
Disposals |
- |
( |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
|
Depreciation |
||||||
|
At 1 January 2024 |
|
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
|
Eliminated on disposal |
- |
( |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
|
Carrying amount |
||||||
|
At 31 December 2024 |
|
|
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
|
Included within the net book value of land and buildings above is £1,423,214 (2023 - £1,446,980) in respect of freehold land and buildings.
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
- |
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
Additions |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
Park Works, Woodlands Road, off Park Road, Elland, Halifax, HX5 9HN |
|
|
|
|
|
Park Works, Woodlands Road, off Park Road, Elland, Halifax, HX5 9HN |
|
|
|
* indicates direct investment of the company
For the year ending 31 December 2024 the subsidiary, Penmann (Holdings) Limited (registered number: 11146641), was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Business combinations |
On
Penmann (Holdings) Limited and it's subsidiary undertaking, Penmann Climatic Systems Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Book value |
Fair value |
|
|
Assets and liabilities acquired |
||
|
Financial assets |
2,465,124 |
|
|
Stocks |
246,748 |
|
|
Tangible assets |
91,688 |
|
|
Financial liabilities |
(2,080,353) |
( |
|
Total identifiable assets |
723,207 |
|
|
Goodwill |
1,507,904 |
|
|
Total consideration |
2,231,111 |
2,231,111 |
|
|
||
The useful life of goodwill is
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Work in progress |
- |
|
- |
|
|
Other stocks |
|
|
|
|
|
|
|
|
|
|
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Debtors |
|
Group |
Company |
|||
|
Current |
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
|
|
|
Other debtors |
|
|
- |
|
|
Prepayments |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash on hand |
|
- |
|
- |
|
Cash at bank |
|
|
|
|
|
Short-term deposits |
|
|
|
|
|
|
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
- |
- |
|
- |
|
|
Social security and other taxes |
|
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
|
|
|
|
Other creditors |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
311,433 |
272,500 |
357,800 |
272,500 |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
|
|
|
Other financial liabilities |
|
- |
|
- |
|
|
|
|
|
|
||
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Hire purchase contracts |
|
|
- |
|
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Hire purchase contracts |
|
|
|
|
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
Group
Other borrowings
Hire purchase contracts with a carrying amount at the year end of £40,357 (2023 - £51,394), are secured on the assets to which they relate.
Company
Other borrowings
Hire purchase contracts with a carrying amount at the year end of £21,561 (2023 - £51,394), are secured on the assets to which they relate.
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 January 2024 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 December 2024 |
|
|
|
|
||
Company
|
Deferred tax |
Total |
|
|
At 1 January 2024 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 December 2024 |
|
|
|
|
||
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
111 |
|
111 |
|
|
|
173 |
|
173 |
|
|
|
111 |
|
111 |
|
|
|
208 |
|
208 |
|
|
|
208 |
|
208 |
|
|
|
62 |
|
62 |
|
|
|
62 |
|
62 |
|
|
|
62 |
|
62 |
|
|
|
41 |
|
41 |
|
|
|
850,000 |
|
850,000 |
|
|
|
|
|
|
Rights, preferences and restrictions
|
Ordinary shares have the following rights, preferences and restrictions: |
|
Preference shares have the following rights, preferences and restrictions: |
|
Reserves |
Group and Company
Called up share capital
Represents the nominal value of issued shares.
Share premium reserve
Represents the amount paid for shares in excess of their nominal value.
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Capital redemption reserve
A statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of the company's own shares.
Profit and loss account
Includes all current and prior periods distributable profits and losses.
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
Company
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
|
Related party transactions |
Group
Expenditure with and payables to related parties
|
2024 |
Key management |
|
Amounts payable to related party |
|
|
|
|
|
2023 |
Key management |
|
Amounts payable to related party |
|
|
|
|
Newsome Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Company
Expenditure with and payables to related parties
|
2024 |
Key management |
|
Amounts payable to related party |
|
|
|
|
|
2023 |
Key management |
|
Amounts payable to related party |
|
|
|
|
|
Ultimate controlling party |