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Registration number: 01293217

Newsome Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2025

 

Newsome Limited

Contents

Strategic Report

1 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Consolidated Profit and Loss Account and Statement of Retained Earnings

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Cash Flows

12

Notes to the Financial Statements

13 to 29

 

Newsome Limited

Strategic Report for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

Principal activity

Newsome is a long-established UK specialist in industrial temperature and humidity control.

Incorporated in 1976 the business has built a strong reputation for engineered cooling, heating, and dehumidification solutions over the last five decades, and continues to provide high quality capital installation projects, long- and short-term rental equipment provision, and ongoing planned preventative maintenance services to our customers.

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, enabling us to deliver a fast response across the UK.

Our customers range from small local manufacturers right up to many household brands and companies within our key sectors, including food and beverage, manufacturing, chemicals, plastics, pharmaceuticals and building services amongst others.
 

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.

2025 has been a successful year overall as we continue on that journey, albeit we have seen a slight fall in revenue year on year due to factors outside of our control, with the loss of a key client through no fault of our own at the end of 2024 impacting our Service division, and political and economic uncertainty in the early part of the year impacting our customers’ ability to sign off on capital expenditure impacting our Capital Sales division, which we know to be consistent across our market and wider industry.

In each instance however, the business has proved highly resilient with both of those setbacks impacting the early part of the year, but no longer affecting our profitability as we progressed into the second half of the year.

We have also continued to invest in our future, with growth in our team (albeit this is offset by the right-sizing of our service team at the start of the year), and continued investment in our rental fleet, with a growth in our cost base of c. 30% in the year, continuing our commitment to offer a wider range of equipment to meet our customers’ needs.

Finally, following our acquisition of Penmann Climatic Systems Limited in 2024, we have supported their management team as they continue to operate independently as part of the wider group. In addition to helping them to expand their customer base and presence in their key food and beverage market, Penmann are now also able to offer both service and rental solutions to their customers leveraging the wider group capabilities.

As a result, whilst we have seen a reduction in turnover in the year, we still remain on track to meet our ambitious growth targets. Indeed, 2025 remains our second highest year for turnover ever, and we are currently on target to set a another new record in 2026, with strong growth across each of our key Capital Sales, Rental and Service divisions.

This continued 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 2025

Financial results and Key Performance Indicators

The Directors measure the underlying profitability of the business based on Group revenue and an Adjusted EBITDA (“earnings before interest, tax, depreciation and amortisation”) basis. Adjusted EBITDA represents EBITDA 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, and the remuneration strategy employed for our owner directors.

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
• Gross Margin by Division
• Contribution by Division
• Overall profitability - Adjusted EBITDA

All of these measures, and more, are tracked and reviewed continually with monthly board meetings allowing us to react accordingly to trends, taking a balanced view on what is needed to meet short term operational requirements whilst also continuing to build towards achieving our long term ambitions.

At a headline level, overall group revenue has fallen by 10.8% in the year, although we would note that this is following a 26% increase in 2024. We have however been able to mitigate this fall with an improvement in our gross margin from 31.4% to 34.5%, with overall gross profit down by just 2.1% year on year in spite of the challenging market.

As a result, under our Adjusted EBITDA reporting model, which is designed to reflect the ongoing maintainable business performance to our external investors, Adjusted EBITDA of £1.55m is 8.8% behind £1.70m on a pro-forma basis, which reflects the challenging first half of the year and an excellent response in the second half of 2025.

Principal risks and uncertainties

As a business we are well capitalised, debt free, profitable, and 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 2025, we saw the external impact on the business resulting from new governments elected in both the UK and the US, each 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 were put on hold until some of that uncertainly has been eliminated. This is reflected in our 2025 results, and whilst we are pleased to say that many of these project are now underway in 2026, the general uncertainty remains a risk factor.

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 2025

Approved and authorised by the Board on 2 September 2026 and signed on its behalf by:
 

.........................................
R A Metcalfe
Director

 

Newsome Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the for the year ended 31 December 2025.

Directors of the group

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

D Harker

R P Hatfield

S G Hanley

R A Metcalfe

A J Spolnik

J Spolnik

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 Board on 2 September 2026 and signed on its behalf by:
 

.........................................
R A Metcalfe
Director

 

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:

•

select suitable accounting policies and apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

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

•

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

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

 

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 2025, 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 2025 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:

•

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

•

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:

•

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

•

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;

•

enquiring of management concerning actual and potential litigation and claims;

•

reviewing correspondence with HMRC, and the group's legal advisors;

•

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

•

reading minutes of meetings of those charged with governance; and;

•

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.

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.

......................................
Andrew Padgett BFP ACA FCCA (Senior Statutory Auditor)
For and on behalf of Watson Buckle Limited,
Statutory Auditors & Chartered Accountants
Bradford

2 September 2026

 

Newsome Limited

Consolidated Profit and Loss Account and Statement of Retained Earnings for the Year Ended 31 December 2025

Note

2025
£

2024
£

Turnover

3

17,567,554

19,620,746

Cost of sales

 

(11,461,484)

(13,464,224)

Gross profit

 

6,106,070

6,156,522

Distribution costs

 

(25,162)

(74,656)

Administrative expenses

 

(4,967,539)

(4,284,505)

Operating profit

4

1,113,369

1,797,361

Other interest receivable and similar income

5

46,323

80,248

Interest payable and similar charges

6

(11,370)

(4,878)

Profit before tax

 

1,148,322

1,872,731

Taxation

10

(331,886)

(491,321)

Profit for the financial year

 

816,436

1,381,410

Profit/(loss) attributable to:

 

Owners of the company

 

816,436

1,381,410

Retained earnings brought forward

 

2,504,884

1,584,890

Dividends paid

 

(244,040)

(461,416)

Retained earnings carried forward

 

3,077,280

2,504,884

 

Newsome Limited

(Registration number: 01293217)
Consolidated Balance Sheet as at 31 December 2025

Note

2025
£

2024
£

           

Fixed assets

   

 

Intangible assets

11

 

1,269,153

 

1,419,943

Tangible assets

12

 

3,755,335

 

3,409,427

   

5,024,488

 

4,829,370

Current assets

   

 

Stocks

14

271,283

 

414,694

 

Debtors

15

4,882,707

 

4,896,436

 

Cash at bank and in hand

 

1,909,331

 

2,548,067

 

 

7,063,321

 

7,859,197

 

Creditors: Amounts falling due within one year

17

(6,174,951)

 

(7,226,057)

 

Net current assets

   

888,370

 

633,140

Total assets less current liabilities

   

5,912,858

 

5,462,510

Creditors: Amounts falling due after more than one year

17

 

-

 

(259,048)

Provisions for liabilities

19

 

(525,000)

 

(388,000)

Net assets

   

5,387,858

 

4,815,462

Capital and reserves

   

 

Called up share capital

21

851,038

 

851,038

 

Share premium reserve

22

1,458,630

 

1,458,630

 

Capital redemption reserve

22

910

 

910

 

Profit and loss account

22

3,077,280

 

2,504,884

 

Equity attributable to owners of the company

 

5,387,858

 

4,815,462

 

Shareholders' funds

   

5,387,858

 

4,815,462

Approved and authorised by the Board on 2 September 2026 and signed on its behalf by:
 

.........................................
R A Metcalfe
Director

 

Newsome Limited

(Registration number: 01293217)
Balance Sheet as at 31 December 2025

Note

2025

2024

   

£

£

£

£

Fixed assets

   

 

Tangible assets

12

 

3,686,150

 

3,353,722

Investments

13

 

2,231,111

 

2,231,111

   

5,917,261

 

5,584,833

Current assets

   

 

Stocks

14

271,283

 

414,694

 

Debtors

15

3,542,711

 

3,309,928

 

Cash at bank and in hand

 

803,126

 

930,655

 

 

4,617,120

 

4,655,277

 

Creditors: Amounts falling due within one year

17

(4,251,078)

 

(4,890,818)

 

Net current assets/(liabilities)

   

366,042

 

(235,541)

Total assets less current liabilities

   

6,283,303

 

5,349,292

Creditors: Amounts falling due after more than one year

17

 

-

 

(244,000)

Provisions for liabilities

19

 

(531,000)

 

(392,000)

Net assets

   

5,752,303

 

4,713,292

Capital and reserves

   

 

Called up share capital

21

851,038

 

851,038

 

Share premium reserve

1,458,630

 

1,458,630

 

Capital redemption reserve

910

 

910

 

Profit and loss account

3,441,725

 

2,402,714

 

Shareholders' funds

   

5,752,303

 

4,713,292

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 £1,283,051 (2024 - profit of £1,279,240).

Approved and authorised by the Board on 2 September 2026 and signed on its behalf by:
 

.........................................
R A Metcalfe
Director

   
     
 

Newsome Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2025

Note

2025
£

2024
£

Cash flows from operating activities

Profit for the year

 

816,436

1,381,410

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

544,545

359,938

(Profit)/loss on disposal of tangible assets

(2,854)

19,627

Finance income

5

(46,323)

(80,248)

Finance costs

6

2,101

4,878

Corporation tax expense

10

331,886

491,321

 

1,645,791

2,176,926

Working capital adjustments

 

Decrease/(increase) in stocks

 

143,411

(17,775)

Decrease/(increase) in trade debtors

 

13,729

(944,384)

(Decrease)/increase in trade creditors

 

(605,224)

2,560,083

Cash generated from operations

 

1,197,707

3,774,850

Corporation taxes paid

 

(323,319)

(377,388)

Net cash flow from operating activities

 

874,388

3,397,462

Cash flows from investing activities

 

Interest received

46,323

80,248

Acquisitions of tangible assets

(840,911)

(885,636)

Proceeds from sale of tangible assets

 

104,102

129,250

Acquisition of investments

 

-

(1,619,775)

Net cash flows from investing activities

 

(690,486)

(2,295,913)

Cash flows from financing activities

 

Interest paid

6

(2,101)

(4,878)

Increase in / (Repayment) of other borrowing

 

(550,779)

718,696

Payments to finance lease creditors

 

(25,718)

(11,037)

Dividends paid

(244,040)

(461,416)

Net cash flows from financing activities

 

(822,638)

241,365

Net (decrease)/increase in cash and cash equivalents

 

(638,736)

1,342,914

Cash and cash equivalents at 1 January

 

2,548,067

1,205,153

Cash and cash equivalents at 31 December

 

1,909,331

2,548,067

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1

General information

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

The address of its registered office is:
Park Works
Woodlands Road, off Park Road
Elland
Halifax
HX5 9HN

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the 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 2025.

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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.

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 £3,755,335 (2024 -£3,409,427).

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 £1,269,153 (2024 -£1,419,943).

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 £4,769,831 (2024 -£4,800,813).

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable, net of discounts and value added tax. Turnover includes revenue earned from the sale of goods and from the rendering of services.
and specific criteria have been met for each of the group's activities.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. This is usually when the goods have been delivered to customers.

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. If at the balance sheet date completion of the contract is dependent on external factors, then the revenue is recognised only when the event occurs. In such cases direct costs incurred up to the balance sheet date plus an overhead rate are recognised as revenue to the extent that they are recoverable.

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

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

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

Tax

The tax expense for the period comprises current 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.

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Depreciation

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

Asset class

Depreciation method and rate

Freehold property

2% straight line

Plant & machinery

10% straight line

Fixtures, fittings & equipment

10%-20% straight line

Office Equipment

25% straight line

Motor vehicles

20%-25% reducing balance

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.

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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.

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.

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Financial instruments

Classification
Financial assets

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.

 

3

Turnover

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

2025
£

2024
£

Sale of goods

17,567,554

19,620,746

The amount of contract revenue recognised as Turnover in the year was £11,965,677 (2024 - £14,192,669).

4

Operating profit

Arrived at after charging/(crediting)

2025
£

2024
£

Depreciation expense

393,755

271,977

Amortisation expense

150,790

87,961

Operating lease expense - plant and machinery

244,844

194,770

Operating lease expense - other

87,995

3,133

(Profit)/loss on disposal of property, plant and equipment

(2,854)

19,627

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

5

Other interest receivable and similar income

2025
£

2024
£

Other finance income

46,323

80,248

6

Interest payable and similar expenses

2025
£

2024
£

Interest on obligations under finance leases and hire purchase contracts

2,101

4,853

Interest expense on other finance liabilities

-

25

Foreign exchange gains

9,269

-

11,370

4,878

7

Staff costs

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

2025
£

2024
£

Wages and salaries

3,154,188

2,787,673

Social security costs

425,922

319,366

Pension costs, defined contribution scheme

418,924

301,233

3,999,034

3,408,272

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

2025
No.

2024
No.

Administration and support

66

68

66

68

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2025
£

2024
£

Remuneration

109,685

133,188

Contributions paid to money purchase schemes

249,197

152,766

358,882

285,954

During the year the number of directors who were receiving benefits and share incentives was as follows:

2025
No.

2024
No.

Accruing benefits under defined benefit pension scheme

4

4

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

9

Auditors' remuneration

2025
£

2024
£

Audit of these financial statements

18,850

18,000


 

10

Taxation

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

2025
£

2024
£

Current taxation

UK corporation tax

183,000

417,232

UK corporation tax adjustment to prior periods

11,886

(911)

194,886

416,321

Deferred taxation

Arising from origination and reversal of timing differences

137,000

75,000

Tax expense in the income statement

331,886

491,321

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

2025
£

2024
£

Profit before tax

1,148,322

1,872,731

Corporation tax at standard rate

287,081

468,183

Increase/(decrease) in UK and foreign current tax from adjustment for prior periods

11,886

(911)

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

7,448

4,401

Decrease in UK and foreign current tax from unrecognised temporary difference from a prior period

(12,227)

(3,505)

Tax increase from other tax effects

37,698

23,153

Total tax charge

331,886

491,321

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025

Liability
£

Accelerated capital allowances

567,000

Other short-term timing differences

(42,000)

525,000

2024

Liability
£

Accelerated capital allowances

479,000

Other short-term timing differences

(91,000)

388,000

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 £47,747 (2024 - £(14,514)).

11

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 January 2025

1,507,904

1,507,904

At 31 December 2025

1,507,904

1,507,904

Amortisation

At 1 January 2025

87,961

87,961

Amortisation charge

150,790

150,790

At 31 December 2025

238,751

238,751

Carrying amount

At 31 December 2025

1,269,153

1,269,153

At 31 December 2024

1,419,943

1,419,943

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

12

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 2025

1,492,280

189,577

76,896

57,174

241,998

2,104,236

4,162,161

Additions

38,555

-

50,673

1,446

-

750,237

840,911

Disposals

-

(6,500)

(19,348)

(31,187)

(83,153)

(86,496)

(226,684)

At 31 December 2025

1,530,835

183,077

108,221

27,433

158,845

2,767,977

4,776,388

Depreciation

At 1 January 2025

69,066

57,865

46,352

50,826

154,228

374,397

752,734

Charge for the year

26,278

19,603

18,134

2,902

18,838

308,000

393,755

Eliminated on disposal

-

(1,950)

(19,348)

(31,187)

(58,575)

(14,376)

(125,436)

At 31 December 2025

95,344

75,518

45,138

22,541

114,491

668,021

1,021,053

Carrying amount

At 31 December 2025

1,435,491

107,559

63,083

4,892

44,354

2,099,956

3,755,335

At 31 December 2024

1,423,214

131,712

30,544

6,348

87,770

1,729,839

3,409,427

Included within the net book value of land and buildings above is £1,435,491 (2024 - £1,423,214) in respect of freehold land and buildings.
 

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Company

Land and buildings
£

Plant and machinery
 £

Furniture, fittings and equipment
 £

Motor vehicles
 £

Rental assets
£

Total
£

Cost or valuation

At 1 January 2025

1,492,280

189,577

50,958

110,259

2,104,236

3,947,310

Additions

38,555

-

14,116

-

750,237

802,908

Disposals

-

(6,500)

-

(64,663)

(86,496)

(157,659)

At 31 December 2025

1,530,835

183,077

65,074

45,596

2,767,977

4,592,559

Depreciation

At 1 January 2025

69,066

57,865

23,096

69,164

374,397

593,588

Charge for the year

26,278

19,603

11,533

7,728

308,000

373,142

Eliminated on disposal

-

(1,950)

-

(43,995)

(14,376)

(60,321)

At 31 December 2025

95,344

75,518

34,629

32,897

668,021

906,409

Carrying amount

At 31 December 2025

1,435,491

107,559

30,445

12,699

2,099,956

3,686,150

At 31 December 2024

1,423,214

131,712

27,862

41,095

1,729,839

3,353,722

Included within the net book value of land and buildings above is £1,435,491 (2024 - £1,423,214) in respect of freehold land and buildings.
 

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

13

Investments

Company

2025
£

2024
£

Investments in subsidiaries

2,231,111

2,231,111

Subsidiaries

£

Cost or valuation

At 1 January 2025

2,231,111

Carrying amount

At 31 December 2025

2,231,111

At 31 December 2024

2,231,111

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

2025

2024

Subsidiary undertakings

Penmann (Holdings) Limited *

Park Works, Woodlands Road, off Park Road, Elland, Halifax, HX5 9HN

Ordinary

100%

100%

Penmann Climatic Systems Limited

Park Works, Woodlands Road, off Park Road, Elland, Halifax, HX5 9HN

Ordinary

100%

100%

* indicates direct investment of the company

For the year ending 31 December 2025 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.

14

Stocks

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Other stocks

271,283

414,694

271,283

414,694

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

15

Debtors

 

Group

Company

Current

2025
£

2024
£

2025
£

2024
£

Trade debtors

4,769,831

4,800,813

3,466,588

3,229,509

Other debtors

7,741

128

6,750

-

Prepayments

105,135

95,495

69,373

80,419

 

4,882,707

4,896,436

3,542,711

3,309,928

16

Cash and cash equivalents

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Cash on hand

383

386

34

37

Cash at bank

1,678,500

2,323,428

787,493

915,330

Short-term deposits

230,448

224,253

15,599

15,288

1,909,331

2,548,067

803,126

930,655

17

Creditors

   

Group

Company

Note

2025
£

2024
£

2025
£

2024
£

Due within one year

 

Loans and borrowings

18

57,386

252,835

42,747

249,087

Trade creditors

 

2,289,860

2,343,014

1,789,954

1,667,486

Amounts due to related parties

 

-

-

365,999

798,298

Social security and other taxes

 

525,766

836,585

402,457

370,968

Outstanding defined contribution pension costs

 

68,867

17,257

63,334

13,096

Other creditors

 

354,070

386,808

350,437

387,168

Accruals

 

316,205

497,364

109,713

338,791

Corporation tax liability

 

183,000

311,433

33,000

357,800

Gross amount due to customers for contract work

 

2,379,797

2,580,761

1,093,437

708,124

 

6,174,951

7,226,057

4,251,078

4,890,818

Due after one year

 

Loans and borrowings

18

-

15,048

-

-

Other financial liabilities

 

-

244,000

-

244,000

 

-

259,048

-

244,000

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

18

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Hire purchase contracts

-

15,048

-

-

Current loans and borrowings

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Hire purchase contracts

14,639

25,309

-

21,561

Other borrowings

42,747

227,526

42,747

227,526

57,386

252,835

42,747

249,087

Group

Other borrowings

Hire purchase contracts with a carrying amount at the year end of £14,639 (2024 - £40,357), are secured on the assets to which they relate.

Company

Other borrowings

Hire purchase contracts with a carrying amount at the year end of £Nil (2024 - £21,561), are secured on the assets to which they relate.

19

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 1 January 2025

388,000

388,000

Increase (decrease) in existing provisions

137,000

137,000

At 31 December 2025

525,000

525,000

Company

Deferred tax
£

Total
£

At 1 January 2025

392,000

392,000

Increase (decrease) in existing provisions

139,000

139,000

At 31 December 2025

531,000

531,000

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

20

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 £418,924 (2024 - £301,233).

Contributions totalling £68,867 (2024 - £17,257) were payable to the scheme at the end of the year and are included in creditors.

21

Share capital

Allotted, called up and fully paid shares

2025

2024

No.

£

No.

£

Ordinary A of £0.10 each

1,107

111

1,107

111

Ordinary B of £0.10 each

1,730

173

1,730

173

Ordinary D of £0.10 each

1,107

111

1,107

111

Ordinary E of £0.10 each

2,076

208

2,076

208

Ordinary F of £0.10 each

2,076

208

2,076

208

Ordinary G of £0.10 each

623

62

623

62

Ordinary I of £0.10 each

623

62

623

62

Ordinary J of £0.10 each

623

62

623

62

Ordinary K of £0.10 each

412

41

412

41

Preference shares of £0.10 each

8,500,000

850,000

8,500,000

850,000

8,510,377

851,038

8,510,377

851,038

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
All shares rank pari passu for income, capital and voting rights.

Preference shares have the following rights, preferences and restrictions:
No right regarding voting or payment of dividends. On winding up, the holders of the preference shares shall have the right to receive an amount equal to the nominal amount paid (or credited as paid) on each preference share.

22

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 2025

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.

23

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2025
£

2024
£

Not later than one year

193,212

185,298

Later than one year and not later than five years

321,123

105,952

514,335

291,250

Company

Operating leases

The total of future minimum lease payments is as follows:

2025
£

2024
£

Not later than one year

144,283

181,338

Later than one year and not later than five years

183,831

95,392

328,114

276,730

24

Related party transactions

Group

Expenditure with and payables to related parties

2025

Key management
£

Amounts payable to related party

42,747

2024

Key management
£

Amounts payable to related party

227,525

 

Newsome Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Company

Expenditure with and payables to related parties

2025

Key management
£

Amounts payable to related party

42,747

2024

Key management
£

Amounts payable to related party

227,525

25

Ultimate controlling party

There is no ultimate controlling party.