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Financial Statements
Keltbray Built Environment Limited
For the year ended 31 October 2024
Registered number: 12548732
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Keltbray Built Environment Limited
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Company Information
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D G James (resigned 15 August 2024)
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P K Suchy (resigned 31 July 2024)
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N Thompson (appointed 30 October 2024)
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Chartered Accountants & Statutory Auditors
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12 - 15 Donegall Square West
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Keltbray Built Environment Limited
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Contents
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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Keltbray Built Environment Limited
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Strategic Report
For the year ended 31 October 2024
The directors present the strategic report of the Company for the year ended 31 October 2024.
The principal activity of the Company is demolition and civil engineering, structural and geotechnical engineering, ground remediation and industrial decommissioning.
The Company's cash position was £7.9m at the year end (2023: £2.1m) and at the Year End the Company had no net bank debt. The Company has access to the Group funding facility with Santander and the directors believe that this provides the Company with access to sufficient liquidity for its requirements.
The Operating Profit for the year of £3.2m (2023: £0.3m).
Health, Safety and Wellbeing
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The Health, Safety and Wellbeing of the workforce remains the industry’s biggest challenge and the directors remain fully focused on ensuring it remains at the forefront of all that the Company does. We continue to work towards ensuring that everyone goes home safe after every working day and managing activities to mitigate against any longer-term health issues being created.
Every operations facing director now dedicates at least one specific period per month to engaging directly with our people and focusing specifically on their safety, health and wellbeing. Our workforce remains pivotal to all that the company does, the directors have and will continue to invest in our people’s welfare and resilience, equipping them to keep themselves and those around them safe at all times.
Key performance indicators
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The directors consider the key performance indicators are turnover quality, maintenance of operating margins, control of working capital and cash, and reduction in health and safety incident rates. These are monitored at board meetings and for each business unit at monthly management meetings.
Page 1
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Keltbray Built Environment Limited
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Strategic Report (continued)
For the year ended 31 October 2024
Principal risks and uncertainties
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Operational
The directors have in place delegated authorities for all business units to ensure commitments on behalf of the Company are made at the appropriate level. In the contracting businesses, which make up the majority of the turnover, new opportunities are assessed prior to acceptance of tender to ensure they represent an acceptable risk profile. Projects of particularly large size or technical complexity are referred to the Group Risk committee for independent adjudication. During the tender and adjudication process, risks are identified, and strategies adopted to manage them or reduce them to an acceptable level.
The directors are committed to maintaining the health, safety and wellbeing of its employees. Providing a healthy and safe working environment for its employees is a key part of this and this commitment is also an essential part of its risk management strategy to reduce the impact of any serious incident on the Group's reputational and financial status.
The Company has a satisfactory workload following a significant increase in working winning resources allocated to increase the level of awarded work as a percentage of turnover.
Financial
The Company's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The Company has in place risk management reviews that seek to limit the adverse effects on the financial performance of the Company by monitoring levels of debt finance and the related finance costs.
Credit risk
The Company has a low exposure to credit risk due to its early involvement in the project cycle and has a historically low level of bad debts. For the Company's contracting businesses new credit customers are assessed as part of the pre construction and tender process and new customers are approved by the Group Commercial or Group Finance Director.
Liquidity risk
The Company is financed with appropriate long term and short term finance to match the need of the business. The Keltbray Group has finance facilities in place with related parties to fund capital expenditure and operating working capital.
The directors will continue to monitor economic developments as they impact the company's marketplace and take appropriate mitigating action as needed. Nonetheless, the directors are confident that the actions taken, the strength of its client base and the strong balance sheet will enable the company to trade through these difficult times.
The Company continues to operate our normal supply chain payment practices and is committed to be a responsible contractor in the current environment.
Interest rate cash flow risk
The Company hire purchase and lease financial liabilities bear interest at a fixed rate.
Page 2
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Keltbray Built Environment Limited
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Strategic Report (continued)
For the year ended 31 October 2024
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Corporate Social Responsibility
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Sustainability
As a key player developing and maintaining Britain's built environment, the directors' goal is to make a positive contribution to the world we live and work in and to be the best in our sector.
As a market leading specialist engineering solutions provider, our ambition is to continue to position sustainability at the heart of what we do and in the solutions, we provide to our clients, to ensure we run a profitable business with a commitment to helping society prosper. This is captured in the Group's core purpose: "To redefine the way sustainable developments is delivered". Keltbray do this using a framework based on the three pillars of sustainability, including the generation of economic, social and environmental value, aligned to the UN Sustainability Goals, and Government Industrial Strategy sustainability targets
Together with the safety and wellbeing of our people, our core sustainability objectives are to minimise our carbon footprint by reducing waste to landfill, optimising efficient energy and materials resources, and engaging proactively with the people who work at Keltbray and the communities that host us. We firmly believe this generates mutual value for our customers by supporting their own sustainability commitments, whilst enhancing our own business in addressing the global challenges determined by the UN Sustainable Development Goals. To this end we have committed to the achievement of the Net Carbon Zero by 2050 or sooner through the application of the Science Based Targets initiative.
During the financial year, we made good progress in embedding our Group Sustainability and Social Value strategy across the Group particularly in areas of employee wellbeing, carbon reduction, energy efficiency, product innovation, community relations, social engagement and responsible financial management.
As part of the company's commitment to achieving sustainable growth the directors work closely with employees and partners, such as customers and suppliers, as well as standard setting bodies, regulators and trade bodies.
In line with the Keltbray long term business plan, objectives are set annually in consultation with operational managers and the Keltbray Group Board. They are constructed to support our clients' priorities and optimising industry leading standards.
The Managing Directors of Keltbray's operating business units are responsible for legal and ethical compliance, and the implementation and monitoring of their units' sustainable development performance. This is done with support from a centralised Health, Safety, Quality and Environment function and the Group wide Training & Development function. Keltbray's performance is also independently audited to ensure governance and compliance with internal and external standards.
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Keltbray Built Environment Limited
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Strategic Report (continued)
For the year ended 31 October 2024
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Opportunities and Diversity
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The directors aim to provide a workplace where everyone is respected and treated fairly. The goal is also to promote training and development and engage positively with local communities and other stakeholders.
Employees are selected based on their 'can-do' attitude and ability to do the job irrespective of gender, sexual orientation, marital status, age, ethnic origin, religion or disability.
The Company is committed to widen the talent pool to tap into the real diversity that exists in this country, particularly in terms of female and ethnic minority capacity.
Environment
The directors are committed to minimising the impact our operations have on the environment, and continue to focus on optimising resources, improving air quality by reducing harmful emissions, reducing waste to landfill and championing environmental innovations.
Keltbray and its people have provided a range of support to local communities through the donation of training, offsetting CO2, volunteering and many fundraising initiatives. Working with organisations already embedded in the communities such as MOLA and SHP, Crash, St Marks Hospice, Lighthouse Club and other not for profit organisations, has helped us widen our impact.
Streamlined Energy & Carbon Reporting
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Information on the company's carbon reporting is included in the Directors' report of Keltbray Group Limited, and
is included in this report by cross reference.
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Keltbray Built Environment Limited
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Strategic Report (continued)
For the year ended 31 October 2024
Activities of the Main Board in 2024
Section 172 of the Companies Act 2006 requires a director of a company to act in the way they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard, among other matters, to the:
1. likely consequences of any decisions in the long term;
2. interests of the Company's employees;
3. need to foster the Company's business relationships with suppliers, customers and others;
4. impact of the Company's operations on the community and environment;
5. desirability of the Company maintaining a reputation for high standards of business conduct; and
6. need to act fairly as between members of the Company.
In discharging our section 172 duties, we have regard to the factors set out above. We also have regard to other factors that we consider relevant to the decision being made by providing guidance on the following areas:
∙Purpose and leadership
∙Board Composition
∙Director responsibilities
∙Opportunity and risk
∙Succession and Remuneration; and
∙Stakeholders
We acknowledge that every decision we make will not necessarily result in a positive outcome for all of our stakeholders. By considering the Company's purpose, and values together with its strategic priorities and having a clear governance process in place for decision making, we do however, aim to make sure that our decisions are consistent and predictable.
As is normal for large private companies, we delegate authority for day to day management of the Company to executives and then engage management in setting, approving and overseeing execution of the business strategy and related policies. We regularly review health, safety and environmental matters, financial and operational performance as well as other areas over the course of the financial period including the Group's business strategy, key risks, employee related matters, diversity and inclusivity, corporate responsibility, governance, compliance and legal matters.
As a result of this we have had an overview of engagement with stakeholders and other relevant factors which allows us to understand the nature of the stakeholders' concerns and to comply with our section 172 duty to promote the success of the Company.
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Keltbray Built Environment Limited
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Strategic Report (continued)
For the year ended 31 October 2024
The following table provides examples of how the Directors have satisfied their duty under section 172 of the Companies Act 2006 to engage with our stakeholders in 2024:
Duty to promote the success of the Company, with regard to:
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The likely consequences of any decision in the long term
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The company directors have co-operated with the Executive Board of the Group to develop a 5 year strategic plan for the Group of which the company is part. The company directors have been involved in the re-training of the Keltbray code of conduct which is designed to build a culture of long term development rather than short term gains. This is supported by a comprehensive corporate governance system which has been implemented by the Group and which the company adheres to.
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The interests of the Company’s employees
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The company operates a comprehensive Health, Safety and wellbeing strategy for the company, including the continued support for the mental health first aid programme. The company adopts a policy of inclusion in all aspects of employment.
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The need to foster the Company’s business relationships with suppliers, customers and others
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The company has a Doing Business with Keltbray guide to suppliers and subcontractors which provides advice on how to develop a sustainable working relationship between the company and its suppliers. The company has adopted the Group sustainability policy and this includes guidance on how the company interacts with its stakeholders.
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The impact of the Company’s operations on the community and the environment
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The company adheres to the Group Environmental and sustainability policy. The company’s commitment to the environment is as set out in the Keltbray website:
www.keltbray.com/sustainability.
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The desirability of the Company maintaining a reputation for high standards of business conduct
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The company is fully committed to the Groups Code of Conduct and corporate governance programme. These corporate governance guidelines are supported by detailed delegated authorities.
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The need to act fairly between members of the Company
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The company has a single ultimate shareholder who shares the group commitment to corporate governance and the code of conduct.
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This report was approved by the board of directors on 8 July 2025 and signed on behalf of the board by.
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Keltbray Built Environment Limited
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Directors' Report
For the year ended 31 October 2024
The directors present their report and the financial statements for the year ended 31 October 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 Company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
The profit for the year, after taxation, amounted to £3,211,124 (2023 - loss £104,551).
Dividends of £239,000 were paid during the year (2023: £Nil).
The directors who served during the year were:
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D G James (resigned 15 August 2024)
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P K Suchy (resigned 31 July 2024)
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N Thompson (appointed 30 October 2024)
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Keltbray Built Environment Limited
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Directors' Report (continued)
For the year ended 31 October 2024
During the year, the policy of providing employees with information about the Company has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Company's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.
Employment of disabled persons
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As per the Company's equal opportunity policy, all job applicants, employees and others who work for the Company will not be discriminated against in any of the equality grounds, to include disability. The Company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately filled by a handicapped or disabled person. Where existing employees become disabled, it is the Company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.
Disclosure of information in the Strategic Report
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Please refer to the strategic report regarding financial overview, key performance indicators, principal risks and uncertainties and corporate social responsibilities.
Disclosure of information to auditor
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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's auditor is 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's auditor is aware of that information.
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board of directors on 8 July 2025 and signed on its behalf.
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Independent Auditor's Report to the Members of Keltbray Built Environment Limited
We have audited the financial statements of Keltbray Built Environment Limited, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity for the financial year 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, Keltbray Built Environment 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 financial year 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
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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.
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Independent Auditor's Report to the Members of Keltbray Built Environment 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 and the Strategic 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 and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' Report and the Strategic Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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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 and the Strategic 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.
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Independent Auditor's Report to the Members of Keltbray Built Environment Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
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As explained more fully in the Directors' responsiblities statement, 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
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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 Data Privacy Laws, Employment Law, Environmental Regulations and Health and safety 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 UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. 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.
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Independent Auditor's Report to the Members of Keltbray Built Environment Limited (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
We apply professional scepticism throughout the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/ inaccurate disclosures in the financial statements.
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 an allowance for the impairment of receivables, recoverability of amounts under long term contracts and carrying value of investments; 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
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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.
Louise Kelly FCA (Senior Statutory Auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants
Statutory Auditors
Belfast
8 July 2025
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Keltbray Built Environment Limited
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Statement of Comprehensive Income
For the year ended 31 October 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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All amounts relate to continuing operations.
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There was no other comprehensive income for 2024 (2023: £NIL).
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The notes on pages 16 to 32 form part of these financial statements.
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Keltbray Built Environment Limited
Registered number:12548732
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Statement of Financial Position
As at 31 October 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 July 2025.
The notes on pages 16 to 32 form part of these financial statements.
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Keltbray Built Environment Limited
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Statement of Changes in Equity
For the year ended 31 October 2024
Statement of Changes in Equity
For the year ended 31 October 2023
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The notes on pages 16 to 32 form part of these financial statements.
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
Keltbray Built Environment Limited is a private company limited by shares and incorporated in England and Wales. The address of the registered office is St. Andrew's House, Portsmouth Road, Esher, Surrey, KT10 9TA.
The principal activity of the Company is that of construction and engineering.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical costs convention and in accordance with Financial Reporting Standard 102 -'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain instruments as specified in the accounting policies below.
The financial statements are presented in Sterling (£).
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
−the requirements of section 7 Statement of Cash Flows and paragraph 3.17(d);
−the requirements of section 33 Related Party Disclosures paragraph 33.7; and
−the requirements of section 11 Basic Financial Instruments paragraph 11.41.
This information is included in the consolidated financial statements of Keltbray Group Limited as at 31 October 2024, and these financial statements are publicly available and may be obtained from the Companies House.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established in the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
Page 16
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
2.Accounting policies (continued)
The activities of the Keltbray Group, along with the factors that may affect its future performance and position are set out in the directors’ report.
The Group recognises the economic and trading uncertainties resulting from macroeconomic and geopolitical issues within the UK and further afield, which lead to both cost price inflation and aggressive pricing practices are still being felt by a number of Main Contractors. The Specialist Engineering sector is now emerging from these issues.
This is driven by our contract durations which are typically of shorter duration and by our balance of contracts which include cost reimbursable contracts as a growing proportion of our overall portfolio.
Keltbray’s robust governance over work winning activities have led to the Group continuing to step away from a number of bids which were deemed to be below the minimum margin required for that business. This, combined with the Group’s significant awarded workload, provides a more resilient base for the business and allows the directors to take a longer term view of the markets in which the Group chooses to operate.
The directors regularly review the working capital requirements of the Group in terms of monthly cash flow forecasting, quarterly re-forecasting and annual budget scenarios. Forecasts have been prepared up to 31 October 2027. These forecasts, whilst subject to inherent uncertainties, note continued increasing turnover, increased margins associated with profitable trading and stabilising levels of working capital investment.
As a response to the demand side uncertainty in some of the Group’s traditional markets, the Group has focused its work winning activities on those major projects, in both infrastructure and counter recessionary markets which provide a hedge against the more cyclical sectors.
Margins are forecast to modestly increase year-on-year during the forecast period, which reflects the business impact of increased governance over tendering and the Group’s increased focus on Infrastructure over both divisions.
The Group has prepared a cash flow forecast for the period from 31 October 2024, until 31 October 2027 and the directors consider that Group has sufficient cash reserves and finance facilities to meet its financial obligations as they fall due. As a fully self-funded business there are no external financial covenants to comply with.
As outlined in the financial statements of Keltbray Group Limited, the Group has been the subject of a civil penalty issued by the CMA in respect of an investigation into historical allegations of cover pricing in the demolition industry. The directors have made a provision for £18 million in respect of the regulatory penalty plus associated legal fees.
The directors have assessed the impact of this matter in making their going concern assessment and they have incorporated the timing of the three year deferred payment arrangement, as agreed with the CMA and set out in an Order of the Court, into the cash flow forecast.
Page 17
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
2.Accounting policies (continued)
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Going concern (continued)
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After making enquiries, and considering the factors and sensitivities outlined above for a range of scenarios and considering the diversified customer base and extensive body of awarded work, the directors are confident that the Group has adequate resources to continue its operational existence for the foreseeable future. Therefore, they continue to adopt a going concern basis of accounting in preparing the annual financial statements.
Turnover represents net invoices sales of goods and services, excluding value added tax.
The majority of turnover is on long-term contracts. These contracts are assessed on a contract by contract basis and are reflected in the profit and loss account by recording turnover and related costs by reference to the stage of completion at the reporting date. Where the outcome of each long-term contract can be assessed with reasonable certainty before its conclusion, the attributable profit is recognised in the profit and loss accounts as the difference between the reported turnover and related costs for that contract. Provision is made for all known or expected losses.
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 18
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
2.Accounting policies (continued)
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Current and deferred taxation
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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 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, on a reducing balance basis.
Depreciation is provided on the following basis:
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Long-term leasehold property
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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 19
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Stocks are 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 on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock 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.
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.
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Cash and cash equivalents
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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.
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Provisions for liabilities
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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.
Page 20
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
2.Accounting policies (continued)
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.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Profit and loss account if the shares are publicly traded
or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
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 Profit and loss account.
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 Balance sheet 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.
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 21
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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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) Recoverability of debtors
Impairment of trade debtors is reviewed on an ongoing basis. The Company trades with a large and varied number of customers on credit terms. Some debts due will not be paid through the default of a small number of customers. The Company uses estimates based on historical experience and current information in determining the level of debts for which an impairment charge is required.
b) Carrying value of investments
Investment in subsidiary undertakings is measured at cost less accumulated impairment and carrying value in listed investments are remeasured to market value at each reporting date. Where there is an indication of impairment the recoverable amount is estimated and compared with the carrying amount. The estimate of recoverable amount is considered in light of the trading and balance sheet strength of the subsidiary and investments together with the director's best estimate of future performance.
c) Long term contract revenue
Contract revenue and costs are recognised when the outcome of a construction contract can be reliably estimated. The percentage of completion method is used to value revenue and costs at year end; these are included in the profit or loss account. At year end, the Company reviews the recoverability of amounts already recognised as contract revenue. If, on the review of market conditions and conversations with the client, the debtor is not considered to be recoverable, the unrecoverable amount will be expensed in the year. When, on review of programmes and costs to complete, it is deemed probable that total contract costs will exceed total contract revenue the expected loss is recognised as an expense immediately, which a corresponding provision for an onerous contract.
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An analysis of turnover by class of business is as follows:
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The whole of the turnover is attributable to the principal activity of the Company wholly undertaken in the United Kingdom.
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Page 22
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
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The operating profit is stated after charging:
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Depreciation of tangible assets
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The audit fee is borne by intermediate parent company Keltbray Group Limited.
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 23
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
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The directors of the company received total remuneration from Keltbray Group Limited as follows:
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Company contributions to defined contribution pension schemes
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The total remuneration of the highest paid director was £2,476,767 (2023: £1,563,826).
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Interest on cash and cash equivalents
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Interest payable and similar expenses
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Interest on obligations under finance leases and hire purchase contracts
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Interest due to group undertakings
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Page 24
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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Taxation on profit on ordinary activities
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Reconciliation of tax charge
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The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 22.52%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.52%)
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Effect of expenses not deductible for tax purposes
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Capital allowances for year in excess of depreciation
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of prior periods - deferred tax
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Effect of revenue exempt from tax
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Remeasurement of deferred tax for changes in tax rates
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 25
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
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Long-term leasehold property
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Page 26
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
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Shares in group undertakings
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The following was a subsidiary undertaking of the Company:
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Keltbray Environmental Limited
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St Andrew's House, Portsmouth Road, Esther, Surrey, KT10 9TA
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The Company also has an indirect holding in Keltbray Environmental Material Management Limited. The registered office of Keltbray Environmental Material Management Limited is St Andrew's House, Portsmouth Road, Esther, Surrey, KT10 9TA.
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Raw materials and consumables
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The replacement value of stock is not materially different from the cost as stated.
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Page 27
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
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Amounts owed by group undertakings
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Amounts owed by related parties
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Prepayments and accrued income
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Amounts recoverable on contracts
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Corporation tax repayable
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Trade debtors are stated after a provision of £Nil (2023: £994,317).
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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Within the cash and cash equivalents balance there is £3m of restricted cash held as collateral for bonds on behalf of the Company.
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Page 28
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Social security and other taxes
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Obligations under finance lease and hire purchase contracts
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Amounts due to group undertakings are unsecured, interest free and repayable upon demand.
Accruals:
Included within accruals and deferred income is £18,284,151 (2023: £19,151,213) of contract accruals.
Assets held under finance lease:
The assets held under finance leases are secured upon the assets which are held in other group companies.
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Assets held under finance lease:
The assets held under finance leases are secured upon the assets which are held in other group companies.
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Finance leases and hire purchase contracts
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The total future minimum lease payments under finance leases and hire purchase contracts are as follows:
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Later than 1 year and not later than 5 years
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Page 29
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Fixed asset timing differences
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Defined contribution plans
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,003,248 (2023: £828,289).
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Allotted, called up and fully paid
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8,001 (2023 - 8,001) Ordinary shares of £1.00 each
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Share premium account
This reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account
This reserve includes all current and prior period retained profits and losses.
Page 30
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
In the prior year, group bank borrowings were held with Santander UK Plc. There was a cross-company guarantee in place between Keltbray Group (Holdings) Limited, Keltbray Holdings Limited, Keltbray Plant Limited, Keltbray Rail Limited, Keltbray Environmental Ltd, Keltbray Environmental Materials Management Limited, Keltbray Structures Limited, Keltbray Consulting & Engineering Limited, Wentworth House Rail Systems Limited, Keltbray Energy Limited, Keltbray Built Environment Limited, Keltbray Management Services Limited and Keltbray Highways Limited. In addition, the bank held a debenture over all of the assets and undertakings of each of the aforementioned companies. In the current year, all bank borrowings were repaid as part of the wider restructure.
Amounts recoverable on contracts and trade debtors include £2.52m (2023: £2.47m) related to costs incurred on a long-term contract. This contract was paused following the outbreak of the Ukraine conflict, in accordance with compliance with UK Government sanctions. Whilst a license has been granted by UK Government to enable recovery of this balance there remains uncertainty around actual recovery of funds.
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Related party transactions
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BMJ Waste Limited is an entity related by virtue of common ultimate control.
During the year, the Company made sales of £272,750 (2023: £272,750) to BMJ Waste Limited. These sales related to the sale of scrap metal extracted from demolition and decommissioning projects. BMJ Waste Limited subsequently sold this scrap metal at an average mark up of 18% to a third-party recycling processor. The scrap metal was transported directly by Keltbray Group to the processor.
In addition, the Company obtained consultancy services of £129,143 (2023: £Nil) from BMJ Waste Limited.
At the year-end 31 October 2024, the Company was owed £Nil (2023: £Nil) by BMJ Waste Limited.
Other transactions with related parties, which are related by virtue of common ultimate shareholders and directors are as follows:
At the year end, the Company had the following balances with related parties:
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Amounts owed by related parties
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Amounts owed to related parties
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Events after the reporting date
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In June 2025, the Group entered into a re-financing arrangement with Metro Bank under which an overdraft facility of £10m and a revolving credit facility of £20m were made available to the Group. There are no current plans to draw down the RCF but this provides the Group with significant liquidity headroom to support future growth.
There have been no further events affecting the Company since the year end.
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Keltbray Built Environment Limited
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Notes to the Financial Statements
For the year ended 31 October 2024
At 31 October 2024, the Company was a wholly owned subsidiary of intermediate parent Company Keltbray Holdings Limited. The ultimate parent Company is Project Osprey Holdings Limited, a Company incorporated in England and Wales.
The largest and smallest group in which the group is consolidated is Keltbray Group Limited, a company incorporated in England and Wales. The address is St Andrew's House, Portsmouth Road, Esher, Surrey, KT10 9TA.
The Company's ultimate controlling party is B Kerr who is the majority shareholder of the ultimate parent Company Project Osprey Holdings Limited. The registered office is St. Andrews House, Portsmouth Road, Esher, Surrey, England, KT10 9 TA.
These financial statements are available to the public from Companies House
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