Company No:
Contents
| DIRECTORS | J Lynch |
| P N Marson | |
| G Meadows (Appointed 24 November 2025) | |
| P J Strafford (Resigned 25 June 2025) | |
| E M Tichy (Appointed 25 June 2025) |
| REGISTERED OFFICE | Unit 100 Steamboat Way |
| Castleford | |
| WF10 5HX | |
| United Kingdom |
| COMPANY NUMBER | 15743517 (England and Wales) |
| ACCOUNTANT | S&W Partners LLP |
| 4th Floor Cumberland House | |
| 15-17 Cumberland Place | |
| Southampton | |
| Hampshire | |
| SO15 2BG |
| Note | 31.12.2025 | 31.12.2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Investments | 3 |
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| 1 | 1 | |||
| Current assets | ||||
| Debtors | 4 |
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| Cash at bank and in hand |
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| 9,792,530 | 2,770,031 | |||
| Net current assets | 9,792,530 | 2,770,031 | ||
| Total assets less current liabilities | 9,792,531 | 2,770,032 | ||
| Net assets |
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| Capital and reserves | ||||
| Called-up share capital | 5 |
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| Share premium account |
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| Profit and loss account | (
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| Total shareholders' funds |
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Directors' responsibilities:
The financial statements of Kaleidex Group Limited (registered number:
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J Lynch
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.
Kaleidex Group Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Unit 100 Steamboat Way, Castleford, WF10 5HX, United Kingdom.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The functional currency of Kaleidex Group Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
These financial statements are separate financial statements.
The financial statements have been prepared on a going concern basis.
The directors have made an assessment in preparing these financial statements as to whether the Company is a going concern and have concluded that there are no material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on enacted or substantively enacted tax rates and laws. Deferred tax assets and liabilities are not discounted.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities
Basic financial liabilities, including creditors, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.
| Year ended 31.12.2025 |
Period from 26.05.2024 to 31.12.2024 |
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| Number | Number | ||
| Monthly average number of persons employed by the Company during the year, including directors |
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Investments in subsidiaries
| 31.12.2025 | |
| £ | |
| Cost | |
| At 01 January 2025 |
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| At 31 December 2025 |
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| Carrying value at 31 December 2025 |
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| Carrying value at 31 December 2024 |
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| 31.12.2025 | 31.12.2024 | ||
| £ | £ | ||
| Amounts owed by Group undertakings |
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| Other debtors |
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| 31.12.2025 | 31.12.2024 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
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| 1,000 | 277 |
On 16 May 2025 the company issued 300,000 Ordinary B shares with a par value of £0.0001 at a premium of £0.9999.
On 19 December 2025 the company issued 97,672 Ordinary B shares with a par value of £0.0001 at a premium of £0.9999.
As at 31 December 2025, the company had 40,000,000 Ordinary A shares in issue (2024: 40,000,000), all of which were issued in the prior period with a par value of £0.0001 and a premium of £0.9999. Of these, 8,367,937 shares (2024: 2,053,518) have been called up and are fully paid. During the year, 6,314,419 shares previously issued were called up. As at 31 December 2025, 31,632,063 shares (2024: 37,946,482) remained issued but not called up.
On 21 September 2025 the company issued 210,000 Ordinary C shares with a par value of £0.0001 at a premium of £0.03444. These shares remain unpaid at the year end. These shares carry no voting rights and no entitlement to dividends or other distributions. They entitle the holders to participate in capital distributions only on a sale of the company above a specified threshold.
* Kaleidex Deutschland GmbH on 21 April 2026
* Meditec Source GmbH & Co. KG including its General Partner Meditec Source Verwaltungs GmbH on 11 May 2026
* Accutool Holdings Limited and its subsidiary Accutool Limited on 6 July 2026
* Lisnabrin Holdco Limited and its subsidiary Lisnabrin Engineering Limited on 17 July 2026
Since the year end the company has called up 16,704,807 Ordinary A shares that have been previously issued for total consideration of £16,704,807.
On 17 July, the company entered into a £7,641,086 convertible loan agreement. The loan is interest free and is convertible into ordinary shares under specified conditions. As the transaction occurred after the reporting date, no adjustment has been made to the amounts recognised in these financial statements.
On 1 July 2026, Kaleidex Group Limited irrevocably and unconditionally waived £25,000,000 of intercompany debt owed to it by its wholly-owned subsidiary, Kaleidex Limited. The waiver was non-repayable, and no shares were issued or transferred by either company in consideration.
In accordance with FRS 102, the transaction has been recognised within Kaleidex Limited directly in equity, outside profit or loss and other comprehensive income, and credited to a separate Capital Contribution Reserve. As a result of the transaction, the investment held within Kaleidex Group Limited has increased by £25,000,000.
The ultimate controlling party is Ansor Fund II GP LLP, a Limited Liability Partnership registered in England and Wales.