Financial Statements
Aureos Infrastructure Plant Limited (formerly known as Keltbray Infrastructure Plant Limited)
For the 17 month period ended 31 October 2024
Registered number: 14882585
|
|
|
|
Aureos Infrastructure Plant Limited
|
Company Information
|
J Hart (appointed 23 April 2024)
|
|
D James (appointed 19 May 2023)
|
|
P Price (appointed 23 April 2024)
|
|
P Burnside (appointed 19 May 2023, resigned 15 August 2024)
|
|
V Corrigan (appointed 19 May 2023, resigned 15 August 2024)
|
|
|
|
|
|
J Hodges (appointed 1 December 2024)
|
|
R Sittlington (appointed 19 May 2023, resigned 15 August 2024)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditors
|
|
12 - 15 Donegall Square West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aureos Infrastructure Plant Limited
|
Contents
|
|
Independent auditor's report
|
|
Statement of financial position
|
|
Statement of changes in equity
|
|
Notes to the financial statements
|
|
|
Independent auditor's report to the members of Aureos Infrastructure Plant Limited
We have audited the financial statements of Aureos Infrastructure Plant Limited, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the 17 month period ended 31 October 2024, and the related 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, Aureos Infrastructure Plant Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 October 2024 and of its financial performance for the 17 month period then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 Company's ability to continue as a going concern for a period of at least twelve months from the date 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 1
|
Independent auditor's report to the members of Aureos Infrastructure Plant Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, 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.
Opinions 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 Directors' report for the 17 month period for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report has 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 Company and its environment we have obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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; or
∙the directors were not entitled to take advantage of the small companies' exemptions from the requirement to prepare a strategic report or in preparing the Directors' report.
Page 2
|
Independent auditor's report to the members of Aureos Infrastructure Plant Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
|
Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
|
The objectives of an auditor 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 their 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.
A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance
with laws and regulations to compliance with Date Privacy laws, and we considered the extent to which non compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and compliance with tax laws. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journals entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off unusual transactions.
We apply professional scepticism throughout the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/ inaccurate disclosures in the non-statutory financial statements.
Page 3
|
Independent auditor's report to the members of Aureos Infrastructure Plant Limited (continued)
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management on the polices and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Company's regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;
∙gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates, including estimating the useful life of tangible fixed assets; and
∙review the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
|
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.
Ms. Nikita Lynn (Senior statutory auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants &
Statutory Auditors
Belfast
Tuesday 29 April 2025
Page 4
|
|
|
|
Aureos Infrastructure Plant Limited
Registered number:14882585
|
Statement of financial position
As at 31 October 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 April 2025.
The notes on pages 7 to 15 form part of these financial statements.
Page 5
|
|
|
|
Aureos Infrastructure Plant Limited
|
Statement of changes in equity
For the 17 month period ended 31 October 2024
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the 17 month period
|
|
|
|
Shares issued during the 17 month period
|
|
|
|
|
|
|
|
|
The notes on pages 7 to 15 form part of these financial statements.
|
Page 6
|
|
|
|
Aureos Infrastructure Plant Limited
|
Notes to the financial statements
For the 17 month period ended 31 October 2024
The Company is a private company limited by shares, registered in England and Wales. The address of the registered office is 2nd Floor, 1 Lindsey Street, London, England, EC1A 9HP.
The principal activity of the Company is that of the supply of plant and haulage services.
The Company was incorporated on 19 May 2023. This period is the first period in which statutory financial statements have been produced. On 1 November 2023, the trade and assets of the Rail Plant division was transferred from a fellow group company, as part of a wider group reorganisation. Therefore the results presented are for a 12-month trading period.
2.Accounting policies
|
|
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements are presented in Sterling (£).
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future. The company is part of a Group with the company’s ultimate parent company being Osprey Topco Limited. In assessing the company’s ability to continue as a going concern, the directors have also considered factors impacting the wider group.
The group's principal activity is to maintain and upgrade the UK’s critical infrastructure assets. It has a diversified service offering across several sectors, including Energy Rail and Highways, mitigating the potential wider economic factors, including the impact of any short-term change in UK Government spending.
The group is capitalised through a mixture of capital generated from trading profits, a long-term Revolving Credit Facility (RCF), which was un-drawn at the year-end and long-term loan notes. The RCF and loan notes mature in 2029 and 2027 respectively.
The directors have prepared a going concern assessment which includes the preparation of forecasts, modelling various sensitivities, for a period of greater than 12 months from the date of approval of the financial statements. These demonstrate that the group has sufficient resources to meet all its financial obligations as they fall due with the continued support of the intermediary parent company Osprey Bidco Limited, where the Groups facility is held. Accordingly, the directors have concluded that the going concern basis of preparation is appropriate.
Page 7
|
|
|
|
Aureos Infrastructure Plant Limited
|
Notes to the financial statements
For the 17 month period ended 31 October 2024
2.Accounting policies (continued)
Turnover represents invoiced sales net of value added tax in respect of hire of plant and haulage services.
Interest income is recognised in profit or loss using the effective interest method.
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.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.
Page 8
|
|
|
|
Aureos Infrastructure Plant Limited
|
Notes to the financial statements
For the 17 month period ended 31 October 2024
2.Accounting policies (continued)
|
|
Current and deferred taxation
|
The tax expense for the 17 month period 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 operates and generates 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.
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
Page 9
|
|
|
|
Aureos Infrastructure Plant Limited
|
Notes to the financial statements
For the 17 month period ended 31 October 2024
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
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.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Page 10
|
|
|
|
Aureos Infrastructure Plant Limited
|
Notes to the financial statements
For the 17 month period ended 31 October 2024
2.Accounting policies (continued)
|
|
Financial instruments (continued)
|
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
Estimates and judgements are required when applying accounting policies. These are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
a) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets. Based on managements' assessment as at 31 October 2024 there were no charges in the estimated useful lives of tangible assets.
|
The average monthly number of employees, including directors, during the 17 month period was 46.
|
Page 11
|
|
|
|
Aureos Infrastructure Plant Limited
|
Notes to the financial statements
For the 17 month period ended 31 October 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the 17 month period
|
|
|
|
|
|
|
|
|
|
|
|
The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 12
|
|
|
|
Aureos Infrastructure Plant Limited
|
Notes to the financial statements
For the 17 month period ended 31 October 2024
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
Amounts recoverable on long-term contracts
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
Obligations under finance lease and hire purchase contracts
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net obligations under finance leases and hire purchase contracts
|
|
|
|
|
|
|
|
Page 13
|
|
|
|
Aureos Infrastructure Plant Limited
|
Notes to the financial statements
For the 17 month period ended 31 October 2024
|
Hire purchase and finance leases
|
|
Minimum lease payments under hire purchase fall due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
The deferred taxation balance is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term timing differences
|
|
|
Fixed asset timing differences
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
1 Ordinary shares share of £1.00
|
|
On 19 May 2023 the Company issued 1 Ordinary share with a nominal value of £1.
Page 14
|
|
|
|
Aureos Infrastructure Plant Limited
|
Notes to the financial statements
For the 17 month period ended 31 October 2024
Share capital
Represents the nominal value of shares that have been issued.
Profit and loss account
Includes all current period retained profits and losses.
The group has an RCF with HSBC UK Plc, un-drawn at the year end which is in place until September 2029. The facility is available for use by Osprey Debtco Limited and its subsidiaries. As part of this facility agreement, the company has provided an intercompany guarantee in respect of any loans on this facility.
|
Related party transactions
|
|
At 31 October 2023 Aureos Infrastructure Plant Limited owed Keltbray Group Limited and its related undertakings £2,574,556. During the period Aureos Infrastructure Plant Limited advanced loans of £4,696,584 and Keltbray Group Limited and its related undertakings made payments on behalf of Aureos Infrastructure Plant Limited of £6,154,708. Prior to the change of ownership, the balance owing to Keltbray Group Limited and its related undertakings was £4,032,680 which was paid by Aureos Infrastructure Services Limited on behalf of Aureos Infrastructure Plant Limited.
|
At as the 31 October 2024, the Company was a wholly owned subsidiary of immediate parent company Aureos Infrastructure Services Limited. The ultimate parent company was Osprey Topco Limited which is controlled by EMK Capital Partners III LP. Osprey Topco Limited is a company incorporated in Jersey.
The smallest group in which the group is consolidated is Aureos Infrastructure Services Limited, a company incorporated in England and Wales. The address is 2nd Floor, 1 Lindsey Street, London, England, EC1A 9HP.
The accounts of these are available to the public at Companies House.
The largest group in which the group is consolidated is Osprey Midco Limited, a company incorporated in England and Wales. The registered office of Osprey Midco Limited is 11 Hanover Square, London, England, W1S 1JJ.
The Company's ultimate controlling party is EMK Capital Partners III LP which is the majority shareholder of the ultimate parent company Osprey Topco Limited.
Page 15
|
|