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Registered number: 12094557









KNOWLES HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2023

 
KNOWLES HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
R E Knowles 
M D Knowles 
P J Kilbane 
A T Mortimer (resigned 12 July 2024)
M E MacDonald Johnston 
A P Nixon (appointed 13 March 2023)




Company secretary
M D Knowles



Registered number
12094557



Registered office
12th Floor
Capital House

25 Chapel Street

London

NW1 5DH




Independent auditors
BKL Audit LLP
Chartered Accountants & Statutory Auditors

35 Ballards Lane

London

N3 1XW





 
KNOWLES HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
 
 
1 - 3
Directors' report
 
 
4 - 8
Independent auditors' report
 
 
9 - 13
Consolidated statement of comprehensive income
 
 
14
Consolidated statement of financial position
 
 
15 - 16
Company statement of financial position
 
 
17
Consolidated statement of changes in equity
 
 
18 - 19
Company statement of changes in equity
 
 
20
Consolidated statement of cash flows
 
 
21 - 22
Notes to the financial statements
 
 
23 - 42


 
KNOWLES HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

Introduction
 
The Knowles Holdings group of comprises, Knowles Construction Limited, K Plant Limited and a number of land holding businesses, the most significant of which is, Henley Road Limited. The principal Holding’s business is Knowles Construction Ltd (KCL). KCL has 4 distinct divisions; “Structures”, undertaking specialist subterranean and complex structural works, “London contracting” a complete contracting service in London, “Country contracting” delivering major private residential new build and refurbishment projects in the Cotswolds and the Home Counties and “Auto Cave” specialist providers of bespoke underground car storage.
The board’s aim is for the group to be the premier contracting business in the prime residential market in the South of England and the Midlands, offering a complete service proposition, from concept right through to the highest quality finishes and ongoing building aftercare. 2023 saw Knowles Construction successfully complete a number of major private residential new build and refurbishment projects in London and the country, including one of the largest new build private residences in the UK.

Business review
 
KCL continues to create new, group, commercial opportunities , notably for K Plant which successfully supports the construction business. K Plant also has a growing number of external clients and is targeting significant external growth, whilst still servicing KCL. The group businesses also work closely with our specialist car storage company Auto Cave. All retain profit within the Group and in-house resources give far greater control over the delivery of our projects in, what continues to be, a volatile market. It is worth noting that there are no other construction groups in our market who have a comprehensive, well established, in-house subterranean and structures capability as well as offering a complete building, finishing and maintenance service.
The board remains focussed on profitable growth, seeking out projects and opportunities which best suit the group’s unique combination of subterranean, structural, specialist building and finishes skills. The number of projects undertaken at any one time remains relatively constant, however, the business is actively looking to win higher value projects. This has resulted the company securing several very significant contracts. With the focus on profitable projects the board’s strategy is to “flex” turnover in response to opportunities in the market, as a result the turnover targeted for the group for 2023-24 is likely to be the order of £85m. The group has a good order book for 2023-2024 and beyond.

Page 1

 
KNOWLES HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Principal risks and uncertainties
 
Financial Risk
Rising labour and material costs, the financial standing of our clients, subcontractors and suppliers in terms of their ability to discharge their obligations to us are the principal risks faced by the group. The board continues to control these risks in several ways; the companies are selective in the type of work that they tender for in terms of the client, contract type, project size, location, complexity, profitability and contract duration. These criteria are constantly reviewed by the board to ensure that risks are mitigated.
Performance Risk
The group is committed to delivering contracts on time whilst maintaining the required levels of safety, quality, productivity, and cost control which lie at the core of our activities. To manage and control performance the group delivers its’ activities through a decentralised organisation that empowers key managers in all parts of the business. Strong processes and in-house resources are in place to support the management team including structural design, centralised procurement, administrative support, financial control, training and personal development.
Health & Safety
The board recognises the importance of the health and safety of all workers, sites and the public and operates policies to ensure that the risks associated with accidents and health are properly managed, controlled and reduced.
The Environment
The board recognises the importance of minimising the impact of all its’ activities on the environment and is pro-actively managing this with procedures to measure and manage outputs and to set targets for carbon reduction.

Financial key performance indicators
 
The businesses monitor their sales enquiries and track these through to tender/bid stage. The monitoring of sales forecasts and new business is on-going and reviewed on a regular basis to manage in-house resources. Performance against budget through turnover, margins and expenditure are closely monitored with working capital management undertaken weekly across the group. KPI’s are in place throughout the businesses to quickly identify any issues requiring senior management attention. The board continually manages the exposure of the group companies, to price risk, credit risk, liquidity risk and cash flow risk.

Other key performance indicators
 
Innovation
The group businesses strive to provide innovative solutions to everyday problems on projects ranging from traditional construction to the extremely complex. The board is fully committed to continuous development and process improvement to ensure that Knowles continues to be competitive in the marketplace. We look to offer our clients and their advisors best value by maximising the benefits derived from researching new and emerging technologies and coupling these with established processes and techniques.

Page 2

 
KNOWLES HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Directors' statement of compliance with duty to promote the success of the Group
 
The board continues to operate in ways that they consider are going to promote the success of the group for the benefit of all its stakeholders. The board is aware how important it is to consider the impact of their decisions on the long-term survival and success of the group and recognises that motivated, engaged employees are central to future success.
The board is focused on building strong, ongoing, relationships with all its suppliers and subcontractors and with all its clients and their professional teams. The businesses have a strong track record of repeat projects with its clients and their professional advisers and places an emphasis on long term relationships to maintain a steady flow of work into the businesses.
 
Recognising the impact of construction projects and subsidiary activities on both the environment and on the communities in which the companies work, Knowles Holdings has policies in place addressing carbon emissions and aims to, wherever possible, add value to the communities in which we work, through local employment and other community focussed initiatives. 


This report was approved by the board and signed on its behalf.







A P Nixon
Director

Date: 29 July 2024

Page 3

 
KNOWLES HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

The directors present their report and the financial statements for the year ended 31 October 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group 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 for the Group's financial statements and then 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;

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

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

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £3,758,847 (2022 - £547,563).

The directors recommend that a dividend of £660,000 (2022: £923,573) is paid in the year.

Directors

The directors who served during the year were:

R E Knowles 
M D Knowles 
P J Kilbane 
A T Mortimer (resigned 12 July 2024)
M E MacDonald Johnston 
A P Nixon (appointed 13 March 2023)

Future developments

The board sees a significant and ongoing demand for its full range of services in London and the Home Counties with an emphasis on significant private new-build residential projects and country house restoration, as well as commercial schemes in the luxury hospitality sector. Having, over the last 5 years, successfully delivered several very large private residential new build and refurbishment projects in both London and the country, the group is now actively looking to extend its geographical reach.

Page 4

 
KNOWLES HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Research and development activities

The board believes that an innovative approach to adding value is central to continued success and the group strives to improve through efficiencies and to maintain the highest standards, delivering value for money for our clients. The group businesses strive to provide innovative solutions to everyday problems on projects ranging from traditional construction to extremely complex structural schemes. The group aims to offer our clients, partners, and professional teams greater choice through a range of high value systems, products, and solutions.

Engagement with suppliers, customers and others

The board has continued to invest in relationships with key subcontractors, suppliers, clients and their professional advisors, seeing these relationships as the bedrock of the group businesses. This approach has generated significant word of mouth recommendations, resulting in the continued growth and expansion of the group.

Page 5

 
KNOWLES HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Streamlined Energy and Carbon Reporting (SECR)

This disclosure summarises the SECR report for Knowles Holdings Limited and the subsidiary companies together forming the group, required under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.  
The directors have used the GHG Protocol Corporate Accounting and Reporting Standard as the method to quantify and report greenhouse gas emissions. They have been reported in line with the UK Government’s ‘Environmental Reporting Guidelines: including streamlined energy and carbon reporting guidance’ (dated March 2019).  

Data          2023 
Scope 1 emissions (tonnes)      642.11 
Scope 2 emissions (tonnes)      7.5 
Total Carbon footprint for Scope 1 and 2 (tonnes)   649.61 
Total energy consumption (kWh)     36,337.50 
Intensity ratio kgCO2e per £1000 of Revenue   0.08 
Intensity ratio tCO2e per FTE      0.21 
Methodology and Limitations 
Emissions fall within the activities for which the company has operational control.  
Within this report, the directors have presented the Scope 1 and 2 emissions data.  
Scope 1 emissions are calculated from actual fuel data for the vehicle fleet and estimated emissions from refrigerants in the office building. This estimate assumes refrigeration and air conditioning leaks contribute to 10% of total emissions, based on global averages.  
Scope 2 comprises energy emissions for the head office of the business, but in the absence of accurate kWh data, has been estimated based on the global average energy consumption for commercial buildings of 22.5 kWh per square foot per annum. There is a need to acquire better quality data to capture the true footprint going forward.  
Scope 3 data has been excluded on the grounds that the disclosure of such data is currently on a voluntary basis.  The directors appreciate that the majority of the carbon footprint will be included in Scope 3.
Future intentions 
The directors will continue to comply with all relevant UK legislation while also taking steps to further understand the Scope 3 emissions currently excluded from the above disclosure.   

Page 6

 
KNOWLES HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 7

 
KNOWLES HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023


Auditors

Under section 487 (2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 







A P Nixon
Director

Date: 29 July 2024

Page 8

 
KNOWLES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Knowles Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 October 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 and of the parent Company's affairs as at 31 October 2023 and of the Group's 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


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


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


Page 9

 
KNOWLES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES HOLDINGS LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


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.


Page 10

 
KNOWLES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 11

 
KNOWLES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES HOLDINGS LIMITED (CONTINUED)


Auditors' 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 Auditors' 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 Group 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:
Enquiring of management and those charged with governance around actual and potential litigation and claims;
Enquiring of entity staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations;
Reviewing minutes of meetings of those charged with governance;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However,
Page 12

 
KNOWLES HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES HOLDINGS LIMITED (CONTINUED)


future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statementsWe are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


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 2006Our 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 Auditors' 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.







Nick Bishop FCA (Senior statutory auditor)
  
for and on behalf of
BKL Audit LLP
 
Chartered Accountants
Statutory Auditors
  
London

29 July 2024
Page 13

 
KNOWLES HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
99,540,664
76,368,028

Cost of sales
  
(91,236,310)
(68,451,812)

Gross profit
  
8,304,354
7,916,216

Administrative expenses
  
(4,458,908)
(3,495,200)

Other operating income
 5 
880,160
494,615

Operating profit
 6 
4,725,606
4,915,631

Exceptional item
 12 
-
(3,438,952)

Total operating profit
  
4,725,606
1,476,679

Interest receivable and similar income
  
25,506
10

Interest payable and similar expenses
  
(386,110)
(343,317)

Profit before taxation
  
4,365,002
1,133,372

Tax on profit
 10 
(607,671)
(591,021)

Profit for the financial year
  
3,757,331
542,351

Profit for the year attributable to:
  

Non-controlling interests
  
(1,516)
(5,212)

Owners of the parent Company
  
3,758,847
547,563

  
3,757,331
542,351

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 23 to 42 form part of these financial statements.

Page 14

 
KNOWLES HOLDINGS LIMITED
REGISTERED NUMBER: 12094557

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 13 
1,986,450
1,652,315

  
1,986,450
1,652,315

Current assets
  

Stock and work in progress
 15 
5,822,324
5,819,596

Debtors: amounts falling due within one year
 16 
16,990,650
16,985,578

Cash at bank and in hand
 17 
8,543,883
6,402,993

  
31,356,857
29,208,167

Creditors: amounts falling due within one year
 18 
(17,722,808)
(17,770,057)

Net current assets
  
 
 
13,634,049
 
 
11,438,110

Total assets less current liabilities
  
15,620,499
13,090,425

Creditors: amounts falling due after more than one year
 19 
(1,641,323)
(1,693,615)

Provisions for liabilities
  

Deferred taxation
 21 
(403,065)
(384,403)

Other provisions
  
-
(533,627)

  
 
 
(403,065)
 
 
(918,030)

Net assets
  
13,576,111
10,478,780


Capital and reserves
  

Called up share capital 
 23 
100
100

Capital redemption reserve
 24 
10
10

Profit and loss account
 24 
14,077,633
10,978,786

Equity attributable to owners of the parent Company
  
14,077,743
10,978,896

Non-controlling interests
  
(501,632)
(500,116)

  
13,576,111
10,478,780


Page 15

 
KNOWLES HOLDINGS LIMITED
REGISTERED NUMBER: 12094557
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 OCTOBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 






A P Nixon
Director

Date: 29 July 2024

The notes on pages 23 to 42 form part of these financial statements.

Page 16

 
KNOWLES HOLDINGS LIMITED
REGISTERED NUMBER: 12094557

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 14 
925
925

  
925
925

Current assets
  

Debtors: amounts falling due within one year
 16 
34,975
100

Cash at bank and in hand
 17 
9,610
9,790

  
44,585
9,890

Creditors: amounts falling due within one year
 18 
(18,250)
(10,925)

Net current assets/(liabilities)
  
 
 
26,335
 
 
(1,035)

Total assets less current liabilities
  
27,260
(110)

  

  

Net assets/(liabilities)
  
27,260
(110)


Capital and reserves
  

Called up share capital 
 23 
100
100

Profit and loss account brought forward
  
(210)
-

Profit for the year
  
687,370
923,363

Other changes in the profit and loss account

  

(660,000)
(923,573)

Profit and loss account carried forward
  
27,160
(210)

  
27,260
(110)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 






A P Nixon
Director

Date: 29 July 2024

The notes on pages 23 to 42 form part of these financial statements.

Page 17

 

 
KNOWLES HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023



Called up share capital
Capital redemption reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£


At 1 November 2022
100
10
10,978,786
10,978,896
(500,116)
10,478,780



Comprehensive income for the year


Profit for the year
-
-
3,758,847
3,758,847
(1,516)
3,757,331

Total comprehensive income for the year
-
-
3,758,847
3,758,847
(1,516)
3,757,331



Contributions by and distributions to owners


Dividends: Equity capital
-
-
(660,000)
(660,000)
-
(660,000)



Total transactions with owners
-
-
(660,000)
(660,000)
-
(660,000)



At 31 October 2023
100
10
14,077,633
14,077,743
(501,632)
13,576,111



The notes on pages 23 to 42 form part of these financial statements.

Page 18

 

 
KNOWLES HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2022



Called up share capital
Capital redemption reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£


At 1 November 2021
100
10
11,354,796
11,354,906
(494,904)
10,860,002



Comprehensive income for the year


Profit for the year
-
-
547,563
547,563
(5,212)
542,351

Total comprehensive income for the year
-
-
547,563
547,563
(5,212)
542,351



Contributions by and distributions to owners


Dividends: Equity capital
-
-
(923,573)
(923,573)
-
(923,573)



Total transactions with owners
-
-
(923,573)
(923,573)
-
(923,573)



At 31 October 2022
100
10
10,978,786
10,978,896
(500,116)
10,478,780



The notes on pages 23 to 42 form part of these financial statements.

Page 19

 
KNOWLES HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 November 2021
100
-
100


Comprehensive income for the year

Profit for the year
-
923,363
923,363
Total comprehensive income for the year
-
923,363
923,363


Contributions by and distributions to owners

Dividends: Equity capital
-
(923,573)
(923,573)


Total transactions with owners
-
(923,573)
(923,573)



At 1 November 2022
100
(210)
(110)


Comprehensive income for the year

Profit for the year
-
687,370
687,370
Total comprehensive income for the year
-
687,370
687,370


Contributions by and distributions to owners

Dividends: Equity capital
-
(660,000)
(660,000)


Total transactions with owners
-
(660,000)
(660,000)


At 31 October 2023
100
27,160
27,260


The notes on pages 23 to 42 form part of these financial statements.

Page 20

 
KNOWLES HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
3,757,331
542,351

Adjustments for:

Depreciation of tangible assets
330,750
387,853

Loss on disposal of tangible assets
-
(54,750)

Interest paid
386,110
343,317

Interest received
(25,506)
(10)

Taxation charge
607,671
591,021

(Increase) in stocks
(2,728)
(647,242)

(Increase) in debtors
(58,395)
(716,079)

Increase in creditors
74,540
5,847,413

(Decrease)/increase in provisions
(533,627)
533,627

Corporation tax (paid)
(596,898)
(1,115,210)

Net cash generated from operating activities

3,939,248
5,712,291


Cash flows from investing activities

Purchase of tangible fixed assets
(664,885)
(723,887)

Sale of tangible fixed assets
-
54,750

Interest received
25,506
10

Net cash from investing activities

(639,379)
(669,127)

Cash flows from financing activities

Repayment of/new finance leases
(112,869)
6,691

Dividends paid
(660,000)
(923,573)

Interest paid
(386,110)
(343,317)

Net cash used in financing activities
(1,158,979)
(1,260,199)

Net increase in cash and cash equivalents
2,140,890
3,782,965
Page 21

 
KNOWLES HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023


2023
2022

£
£



Cash and cash equivalents at beginning of year
6,402,993
2,620,028

Cash and cash equivalents at the end of year
8,543,883
6,402,993


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
8,543,883
6,402,993

8,543,883
6,402,993


The notes on pages 23 to 42 form part of these financial statements.

Page 22

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

1.


General information

Knowles Holdings Limited is a limited liability company incorporated in England & Wales.
The principal activity of the company is that of a holding company.
The principal activities of the subsidiaries include providing value-added construction services by creating successful partnerships throughout the construction process, property development, the construction of bespoke subterranean car garages for private clients and the leasing of construction and civil engineering machinery and equipment.
The Registered Office address is 12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
These financial statements represent the consolidated group accounts of Knowles Holdings Limited, and reflect the results of the group for the year to 31 October 2022, and to 31 October 2021 based upon the following accounting policies:
Subsidiaries
Subsidiaries are entities in which the Group holds a majority interest and over which it has control. 

 
2.3

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due.

Page 23

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Revenue is recognised based on the percentage of the project completed, explained further in note 3, and all foreseeable losses are provided for in full.
Amounts received in excess of the value of work completed are included within deferred income and will be recognised in the period in which the work is completed. Where amounts received are lower than the value of work competed, amounts are included within accrued income and the revenue earned is recognised in the period in which the work was completed.
Revenue represents the sale proceeds of property sales completed in the year. Revenue from sale of development property is recognised on unconditional exchange of contracts.

Page 24

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

  
2.5

Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by the reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.
When it is probable that the total contract costs will exceed total contract turnover, the expected loss is recognised as an expense liability.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of the contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.
When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.
The "percentage of completion method" is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by the proportion of contract sales per QS reports incurred for work performed to date compared to the estimated total contract value. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as prepayments or accruals depending on their nature, and provided it is probable they will be recovered.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 25

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 26

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Plant and machinery
-
25%
Motor vehicles
-
40%
Fixtures and fittings
-
25%
Office equipment
-
25%
Computer equipment
-
25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Work in progress

Work in progress is stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase.

At each reporting date, work in progress is assessed for impairment. If work in progress is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Cash and cash equivalents

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

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

Page 27

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

  
2.16

Financial instruments

(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, 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.
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 is recognised in the Consolidated Statement of Comprehensive Income.
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.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently m easured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.17

Dividends

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 at an annual general meeting.

Page 28

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:
(i) Revenue recognition on long term contracts
Revenue on long term contracts is measured each month with reference to the stage of completion of the contract. The directors' best estimates of contract outcomes and stage of completion are used. These include an assessment of the profitability of the contracts. The directors draw on the expertise of qualified personnel to undertake such estimates and to apply appropriate levels of scrutiny to ensure the required level of accuracy, in order to limit concern over the recoverability of these balances. Costs to complete and contract profitability are subject to estimation uncertainty.
(ii) Recovery of debtors
At each period end debtors are assessed for recoverability. If there are doubts over recoverability of a debtor, a provision is made against the balance.
(iii) Impairment of work in progress
Work in progress is reviewed at each reporting date and assessed for impairment. The directors consider the future sales price of the work in progress and estimated costs to complete to assess for potential impairments. Costs to complete and future sales prices are subject to estimation uncertainty.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Provision of construction services
99,464,373
76,333,525

Plant hire
76,291
34,503

99,540,664
76,368,028


All turnover arose within the United Kingdom.

Page 29

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

5.


Other operating income

2023
2022
£
£

Other operating income
600,000
418,455

Rental income
81,160
76,160

Sundry income
199,000
-

880,160
494,615



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
(221)
11,217

Other operating lease rentals
149,136
168,738


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
12,000
10,500

Fees payable to the Company's auditors and their associates in respect of:

The auditing of accounts of subsidiaries of the Company
33,500
50,000

Accounts work for subsidiaries
12,500
11,500

Page 30

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

8.


Employees

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
2,726,197
2,480,634
-
-

Social security costs
289,115
280,241
-
-

Cost of defined contribution scheme
93,989
98,380
-
-

3,109,301
2,859,255
-
-


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Sales
20
21
-
-



Administrative
22
24
6
6

42
45
6
6


9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
491,525
381,382

Group contributions to defined contribution pension schemes
64,275
2,138

555,800
383,520


During the year retirement benefits were accruing to 4 directors (2022 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £212,000 (2022 - £125,833).

Page 31

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
785,894
299,120

Adjustments in respect of previous periods
(196,885)
-


589,009
299,120


Total current tax
589,009
299,120

Deferred tax


Origination and reversal of timing differences
18,662
291,901

Total deferred tax
18,662
291,901


Taxation on profit on ordinary activities
607,671
591,021

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 22.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
4,365,002
1,133,372


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.5% (2022 - 19%)
982,125
215,341

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
11,332
12,461

Capital allowances for year in excess of depreciation
13,072
273,964

Utilisation of tax losses
(178,000)
-

Adjustments to tax charge in respect of prior periods
(196,885)
-

Other differences leading to an increase (decrease) in the tax charge
(23,973)
89,255

Total tax charge for the year
607,671
591,021

Page 32

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
 
10.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


11.


Dividends

2023
2022
£
£


Dividends paid on Ordinary A shares
466,667
820,637


Dividends paid on Ordinary C shares
193,333
102,936

660,000
923,573


12.


Exceptional items


Provision against debtor balances
-
3,438,952

-
3,438,952


Page 33

 


 
KNOWLES HOLDINGS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023


13.


Tangible fixed assets


Group







Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£
£
£



Cost


At 1 November 2022
1,968,476
206,765
135,553
12,931
83,075
2,406,800


Additions
594,124
69,000
-
1,761
-
664,885



At 31 October 2023

2,562,600
275,765
135,553
14,692
83,075
3,071,685



Depreciation


At 1 November 2022
500,246
114,006
94,452
5,783
39,998
754,485


Charge for the year on owned assets
262,500
34,690
14,390
1,939
17,231
330,750



At 31 October 2023

762,746
148,696
108,842
7,722
57,229
1,085,235



Net book value



At 31 October 2023
1,799,854
127,069
26,711
6,970
25,846
1,986,450



At 31 October 2022
1,468,230
92,759
41,101
7,148
43,077
1,652,315

Page 34

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost 


At 1 November 2022
925



At 31 October 2023
925




Page 35

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Knowles Construction Ltd
12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH
Ordinary
100%
Henleyroad Limited *
12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH
Ordinary
100%
Autocave Limited **
12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH
Ordinary
100%
Knowles Land Limited **
12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH
Ordinary
75%
Knowles Property Group Limited **
12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH
Ordinary
100%
Knowles Property Group 2 Limited **
12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH
Ordinary
100%
K Plant Hire Limited **
12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH
Ordinary
100%
K Piling Limited ***
12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH
Ordinary
100%
Knowles Waterproofing Limited ***
12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH
Ordinary
100%

* indirect subsidiary
** subsidiaries taking advantage of the parent company guarantee exemption from preparing audited financial statements
*** dormant subsidiary

Page 36

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 October 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Knowles Construction Ltd
14,359,905
2,833,002

Henleyroad Limited *
(1,085,532)
(260,651)

Autocave Limited **
(608,590)
(17,946)

Knowles Land Limited **
(2,006,526)
(6,065)

Knowles Property Group Limited **
(18,280)
(15,190)

Knowles Property Group 2 Limited **
(226,556)
176,856

K Plant Hire Limited **
(39,211)
543,864

K Piling Limited ***
100
-

Knowles Waterproofing Limited ***
100
-


15.


Work in progress

Group
Group
2023
2022
£
£

Stock
204,888
202,160

Work in progress
5,617,436
5,617,436

5,822,324
5,819,596


Page 37

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
1,846,577
1,332,405
-
-

Amounts owed by group undertakings
-
-
34,875
-

Other debtors
8,495,605
4,860,549
100
100

Prepayments and accrued income
6,648,468
10,792,624
-
-

16,990,650
16,985,578
34,975
100



17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
8,543,883
6,402,993
9,610
9,790

8,543,883
6,402,993
9,610
9,790



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
1,250,000
1,250,000
-
-

Trade creditors
8,949,525
11,887,671
730
-

Amounts owed to group undertakings
-
-
-
4,675

Corporation tax
24,629
85,842
-
-

Other taxation and social security
263,495
475,157
-
-

Obligations under finance lease and hire purchase contracts
60,000
120,577
-
-

Other creditors
3,187,741
910,947
-
-

Accruals and deferred income
3,987,418
3,039,863
17,520
6,250

17,722,808
17,770,057
18,250
10,925


The other loan falling due within one year is secured on the property in stock as well as a personal guarantee from two of the directors.

Page 38

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

19.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Bank loans
1,641,323
1,641,323

Net obligations under finance leases and hire purchase contracts
-
52,292

1,641,323
1,693,615


The bank loan falling due after more than 5 years are secured against the Property to which they relate to and are due for repayment in 15 years. Interest is charged at 4.15% for the first 5 years and 4% + LIBOR thereafter.


20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Other loans
1,250,000
1,250,000


1,250,000
1,250,000



Amounts falling due after more than 5 years

Bank loans
1,641,323
1,641,323

1,641,323
1,641,323

2,891,323
2,891,323


Page 39

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

21.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(384,403)
(92,502)


Charged to profit or loss
(18,662)
(291,901)



At end of year
(403,065)
(384,403)

Company


2023
2022






At end of year
-
-
The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(403,065)
(384,403)

(403,065)
(384,403)


22.


Provisions


Group



Other provisions

£





At 1 November 2022
533,627


Charged to profit or loss
(533,627)



At 31 October 2023
-

Page 40

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

23.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



9,000 (2022 - 9,000) A Ordinary shares of £0.01 each
90
90
900 (2022 - 900) B Ordinary shares of £0.01 each
9
9
100 (2022 - 100) C Ordinary shares of £0.01 each
1
1

100

100



24.


Reserves

Capital redemption reserve

The capital redemption reserve is made up of the nominal value of the shares repurchased by a subsidiary company prior to the group reconstruction.

Profit and loss account

The profit and loss account is made up of all current and prior year profits and losses less dividends paid.


25.


Contingent liabilities

A company within the Group has an ongoing enquiry with HMRC relating to historic VAT returns. The directors are anticipating no material adjustment and so no amount has been included in the accounts relating to this enquiry.


26.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £93,989 (2022: £31,656). Contributions totalling £8,154 (2022: £12,722) were payable to the fund at the reporting date and are included in creditors.


27.


Commitments under operating leases

At 31 October 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
49,000
-

49,000
-
Page 41

 
KNOWLES HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

28.Other financial commitments

The Company forms part of a VAT group with other 100% controlled subsidiaries of Knowles Holdings Limited. The Company carries joint and several liability for all group VAT balances.


29.


Transactions with directors

Included within other debtors is a balance of £648,185 due from M Knowles. This balance is unsecured with no repayment date. Interest of 2.25% is charged on this loan.
Included within other debtors is a balance of £411,994 due from R Knowles. This balance is unsecured with no repayment date. Interest of 2.25% is charged on this loan.
Included within other debtors is a balance of £263,071 due from P Kilbane. This balance is unsecured with no repayment date. Interest of 2.25% is charged on this loan.
Included within other debtors is a balance of £5,520 due from M MacDonald Johnston. This balance is unsecured with no repayment date. Interest of 2.25% is charged on this loan.


30.


Related party transactions

Where possible, the company has taken advantage of the exemption within s33.1A of FRS 102 not to disclose related party transactions with other wholly owned group undertakings.
The directors are considered key management and their salaries are disclosed in note 9 to the financial statements.


31.


Controlling party

The ultimate controlling party are R & M Knowles by virtue of their majority shareholding.

 
Page 42