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Financial Statements
Keltbray Group Limited
For the year ended 31 October 2024





































Registered number: 09845675

 
Keltbray Group Limited
 

Company Information


Directors
Mr P Burnside 
Mr B Kerr 




Company secretary
Rhona Sittlington



Registered number
09845675



Registered office
St. Andrew's House
Portsmouth Road

Esher

Surrey

KT10 9TA




Independent auditor
Grant Thornton (NI) LLP
Chartered Accountants & Statutory Auditors

12 - 15 Donegall Square West

Belfast

BT1 6JH




Bankers
Santander UK plc
2 Triton Square

Regent's Place

London

NW1 3AN





 
Keltbray Group Limited
 

Contents



Page
Group Strategic Report
1 - 7
Directors' Report
8 - 10
Independent Auditor's Report
11 - 14
Consolidated Statement of Comprehensive Income
15
Consolidated Statement of Financial Position
16 - 17
Company Statement of Financial Position
18
Consolidated Statement of Changes in Equity
19 - 20
Company Statement of Changes in Equity
21
Consolidated Statement of Cash Flows
22 - 23
Consolidated Analysis of Net Debt
24
Notes to the Financial Statements
25 - 53


 
Keltbray Group Limited
 

Group Strategic Report
For the year ended 31 October 2024

The directors present the strategic report of the group and company for the year ended 31 October 2024. 
The principal activity of the company is to act as holding company to the Keltbray Group of specialist engineering and construction services companies which includes demolition and civil engineering, structural and geotechnical engineering, ground remediation, industrial decommissioning, rail engineering, energy and highways. 
Following the year-end a number of non-trading companies have been consolidated under Keltbray Holdings Limited with the intention that they will be transferred outside the Group during the 2025 financial year. 

Overview
 
On 19 June 2024 the Group entered a demerger transaction whereby the group of companies comprising; Keltbray Rail Limited, Keltbray Energy Limited, Keltbray Highways Limited, Keltbray Infrastructure Plant Limited and Keltbray Infrastructure Management Services Limited, under their parent company Keltbray Infrastructure Services Limited (the “KISL Group”), were transferred to a separate group under the same ownership. 
From 19th June 2024, Keltbray Group Limited, will not report on the income and assets of those companies.
The Group's cash position was £20.6m at the year end (2023: £33.6m) and at the year end the group had no net bank debt (2023: £22m). 
The company has access to the Group funding facility with related parties and the directors believe that this provides the company with access to sufficient liquidity for its requirements. 
Following the year-end 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.
The operating loss for the year was £1.9m (2023: profit of £4.2m).
The results for the year reflect the outcome of Keltbray Limited’s appeal against the CMA penalty which was handed down in December 2024 by the Competition Appeals Tribunal (“CAT”). Whilst the penalty appeal was on part successful, the CAT removed the early settlement discount which had the effect of increasing the overall amount payable.
Following the CAT decision, a time to pay arrangement was entered into by the companies impacted and made an order of the court. The first payment has been made, and three further payments will be made under this arrangement. The Group board are pleased to be able to put this historic matter to rest.
 

Health, Safety and Wellbeing

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. 

Page 1

 
Keltbray Group Limited
 

Group Strategic Report (continued)
For the year ended 31 October 2024

Key performance indicators
 
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. 

Principal risks and uncertainties
 
Operational
The directors have in place delegated authorities for all business units to ensure commitments on behalf of the group 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 large size or technical complexity are referred to the Executive Investment Panel 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 group has a satisfactory workload following a significant increase in work winning resources allocated to increase the level of awarded work as a percentage of turnover. 
Financial 
The group's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The group has in place risk management reviews that seek to limit the adverse effects on the financial performance of the group by monitoring levels of debt finance and the related finance costs. The current position of £nil net bank debt has sufficiently reduced the group’s financial risks.
Credit risk
The group 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 group'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. 
The Group has in place credit insurance on its five most important clients.
Liquidity risk 
The group 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.
Following the year-end 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.
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. 
 
Page 2

 
Keltbray Group Limited
 

Group Strategic Report (continued)
For the year ended 31 October 2024

Principal risks and uncertainties (continued)

Liquidity risk
The group 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 group hire purchase and lease financial liabilities bear interest at a fixed rate. 
The overdraft is drawn down at market rates and is repaid within the month.

Corporate Social Responsibility

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 are 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. 

Page 3

 
Keltbray Group Limited
 

Group Strategic Report (continued)
For the year ended 31 October 2024

Opportunities and Diversity

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

One of the most pressing sustainability issues of present time is climate change; we recognise that our operations form part of the problem and bold change is needed. We have therefore set Net Zero as our own organisational goal to realise the benefits for ourselves, and importantly, our customers. 
Our pledge to reach Net Zero underpins all three pillars of sustainability and we recognise the need to move 'beyond zero'   building a resilient business that puts the wellbeing of our teams, the natural environment and our stakeholders requirements at the heart of everything we do. 
Keltbray has identified a series of actions to reduce emissions from its operational activities. These include decarbonising our fleet and plant/equipment by investing in new power trains and fuels. 
We are not just investing in new equipment, but we are also assessing and changing the way we operate. A perfect example of this is the use of river barges instead of Heavy Good Vehicles (HGVs) to move material from projects using the UK's extensive waterways to reach our own remediation processing facilities. 
Keltbray aims to improve energy efficiency in both its project delivery operations and its fixed buildings and depots. Fossil fuels are being replaced increasingly by renewable energy sources. Increased energy efficiency is vital to reducing our carbon footprint and the associated costs both within our own operations, as well as benefiting our customers, the end users and the local communities who host us when we deliver projects. 

Page 4

 
Keltbray Group Limited
 

Group Strategic Report (continued)
For the year ended 31 October 2024


Streamlined Energy & Carbon Reporting (continued)

Mandatory requirement
Reporting
Reporting
Year 2022 - 2023
Year 2023 - 2024
Keltbray’ s consumption used to calculate emissions (kWh)
87,584,497
72,202,606
Keltbray’ s Scope 1 emissions from combustion of fuel for Plant & Machinery (tC02e)
9,711
8,144
Keltbray’ s Scope 1 emissions from combustion of fuel for On Road Vehicles (tC02e)
10,019
8,724
Keltbray’ s Scope 1 emissions from gas combustion (tC02e)
127
136
UK Scope 2 emissions from purchased electricity (tC02e)
738
618
UK Scope 3 emissions from all indirect emissions (tC02e)
206,471
130,991
Total gross emissions (tC02e)
227,066
148,612
Intensity ratio (Scope 1 & 2 emissions tC02e/£’m turnover)
29.50
28.19

Section 172 Statement
 
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.  
 
Page 5

 
Keltbray Group Limited
 

Group Strategic Report (continued)
For the year ended 31 October 2024


Section 172 Statement (continued)

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 year 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. 
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:
Actions of the Board
The likely consequences of any decision in the long term
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.
The interests of the Company’s employees
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.
The need to foster the Company’s business relationships with suppliers, customers and others
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.
The impact of the Company’s operations on the community and the environment
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.
The desirability of the Company maintaining a reputation for high standards of business conduct
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.
The need to act fairly between members of the Company
The company has a single ultimate shareholder who shares the group commitment to corporate governance and the code of conduct.

Page 6

 
Keltbray Group Limited
 

Group Strategic Report (continued)
For the year ended 31 October 2024


This report was approved by the board on 9 July 2025 and signed on its behalf.



Mr P Burnside
Director

Page 7

 
Keltbray Group Limited
 
 
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

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group'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.

Principal activity

The Group and its subsidiaries principal activities during the year were demolition, structural and geotechnical engineering, design of permanent and temporary works, reinforced concrete structures, piling, rail overhead line electrification and design, engineering and civil works on the railway infrastructure, asbestos removal, remediation and waste treatment and supply of plant and haulage services.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £9,226,577 (2023 - loss £1,528,198).

Dividends of £17,500 were authorised and paid during the year (2023 - £Nil).

Page 8

 
Keltbray Group Limited
 

Directors' Report (continued)
For the year ended 31 October 2024


Directors

The directors who served during the year were:

Mr P Burnside 
Mr B Kerr 

Financial risk management objectives and policies

The Group's operations expose it to a variety of financial risks that include price risk, foreign exchange risk, credit risk, liquidity risk and interest rate risk. The Group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related finance costs. Given the size of the Group, the Directors have not delegated the responsibility of monitoring financial risk management to a subcommittee of the Board. The policies set by the board of Directors are implemented by the Group's finance department.

Credit risk
The Group has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to individual customers is monitored by the board.

Interest rate cash flow risk
The Group has both interest-bearing assets and interest-bearing liabilities, both of which bear interest at variable rates. The future cashflows of the Group's operations are not sufficiently at risk due to interest rate changes to require funding at fixed rate. The appropriateness of this policy will be revisited should the Group's operations change in size or nature.

Employee involvement

During the year, the policy of providing employees with information about the Group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

Employment of disabled persons

As per the Group's equal opportunity policy, all job applicants, employees and others who work for the Group will not be discriminated against in any of the equality grounds, to include disability.
The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by disabled persons. Where an existing employee becomes disabled, it is the Group'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 Group Strategic Report

Please refer to the strategic report regarding financial overview, business review, key performance indicators, principal risks and uncertainties and corporate social responsibilities.

Page 9

 
Keltbray Group Limited
 

Directors' Report (continued)
For the year ended 31 October 2024

Disclosure of information to auditor

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

Events after the reporting date

On 30 June 2025, a group reorganisation occurred whereby the entire issued share capital of Keltbray Holdings Limited was sold to Crumlin Capital Limited, a Company under common control. The outcome of this reorganisation resulted in the following entities being removed from the Keltbray Group; Keltbray Holdings Limited, Keltbray Environmental Limited, Keltbray Environmental Materials Management Limited, Keltbray Building Services Limited, Keltbray Limited, Keltbray Property & Investments Limited, Keltbray Demolition Limited, Keltbray Group (Holdings) Limited and Keltbray Structures Limited.  
In addition, 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.

Auditor

The auditor, Grant Thornton (NI) LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 9 July 2025 and signed on its behalf.
 





Mr P Burnside
Director

Page 10

 
 
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Independent Auditor's Report to the Members of Keltbray Group Limited
 

Opinion


We have audited the financial statements of Keltbray Group Limited (the 'Company') and its subsidiaries (the 'Group'), which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated and Company 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 FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion, Keltbray Group 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 Group's and the Company as at 31 October 2024 and of the Group financial performance and cash flows for the financial year then ended; and


have been prepared in accordance with the requirements of the Companies Act 2006.



Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. Our responsibilities under those standards are further described in the 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and  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 Group's or the parent 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 11

 
 
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Independent Auditor's Report to the Members of Keltbray Group Limited (continued)


Other information


Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon, including the Strategic Report and 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 statementsour 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 Strategic Report and 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 Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception


In the light of the knowledge and understanding of the Company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and Directors' Report.

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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent Company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Page 12

 
 
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Independent Auditor's Report to the Members of Keltbray Group Limited (continued)


Responsibilities of management and those charged with governance for the financial statements
 

As explained more fully in the Directors' responsibilities 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 Group and 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 Group and Company or to cease operations, or has no realistic alternative but to do so.


Those charged with governance are responsible for overseeing the Group and 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 Group and Company and industry, we identified that the principal risks of non-compliance with laws and regulations to compliance with Data 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 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. 
 
Page 13

 
 
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Independent Auditor's Report to the Members of Keltbray Group Limited (continued)

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 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 Group’s regulatory and legal correspondence and review of minutes of Board 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 recoverability of debtors, useful economic lives of tangible assets, carrying value of investments and long term contract revenue; 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.

 
 
Louise Kelly FCA (Senior Statutory Auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants &
Statutory Auditors
Belfast
Date: 9 July 2025
Page 14

 
Keltbray Group Limited
 

Consolidated Statement of Comprehensive Income
For the year ended 31 October 2024

2024
2023
Note
£
£

  

Turnover
 4 
624,499,763
688,975,498

Cost of sales
  
(554,140,003)
(617,221,014)

Gross profit
  
70,359,760
71,754,484

Administrative expenses
  
(65,615,645)
(69,650,468)

Other operating income
 5 
6,112,202
4,817,096

Exceptional items
  
-
(2,170,973)

Regulatory costs
  
(12,752,657)
(543,853)

Operating (loss)/profit
 8 
(1,896,340)
4,206,286

Interest payable and similar expenses
 12 
(6,044,700)
(5,321,033)

Loss on financial assets at fair value through profit or loss
  
(161,922)
(74,369)

Loss before taxation
  
(8,102,962)
(1,189,116)

Tax on loss
 13 
(1,492,888)
(594,832)

Loss for the financial year
  
(9,595,850)
(1,783,948)

Loss for the year attributable to:
  

Owners of the parent Company
  
(9,226,577)
(1,528,198)

Non-controlling interests
  
(369,273)
(255,750)

  
(9,595,850)
(1,783,948)

All amounts relate to continuing operations.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 25 to 53 form part of these financial statements.

Page 15

 
Keltbray Group Limited
Registered number:09845675

Consolidated Statement of Financial Position
As at 31 October 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
3,028,070
9,732,527

Tangible assets
 16 
28,363,835
36,266,006

Investments
 17 
501,321
709,670

  
31,893,226
46,708,203

Current assets
  

Stocks
 18 
1,750,225
4,166,264

Debtors
 19 
110,645,272
226,336,006

Cash at bank and in hand
 20 
20,630,102
33,594,291

  
133,025,599
264,096,561

Current liabilities
  

Creditors: amounts falling due within one year
 21 
(102,117,719)
(227,203,961)

Net current assets
  
 
 
30,907,880
 
 
36,892,600

Total assets less current liabilities
  
62,801,106
83,600,803

Creditors: amounts falling due after more than one year
 22 
(23,862,253)
(49,424,682)

Provisions for liabilities
  

Other provisions
 27 
-
(6,250,000)

  
 
 
-
 
 
(6,250,000)

Net assets
  
38,938,853
27,926,121


Capital and reserves
  

Called up share capital 
 28 
1
75

Share premium account
 29 
24,898,029
-

Profit and loss account
 29 
14,396,429
20,942,839

Equity attributable to owners of the parent Company
  
39,294,459
20,942,914

Non-controlling interests
  
(355,606)
6,983,207

Shareholders' funds
  
38,938,853
27,926,121


Page 16

 
Keltbray Group Limited
Registered number:09845675

Consolidated Statement of Financial Position (continued)
As at 31 October 2024

The profit/(loss) for the financial year of the parent company was £Nil (2023: £Nil).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 July 2025.




Mr P Burnside
Director

The notes on pages 25 to 53 form part of these financial statements.

Page 17

 
Keltbray Group Limited
Registered number:09845675

Company Statement of Financial Position
As at 31 October 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 17 
98,999,999
-

  
98,999,999
-

Current assets
  

Debtors
 19 
-
75

Cash at bank and in hand
 20 
101
-

  
101
75

Total assets less current liabilities
  
 
 
99,000,100
 
 
75

  

  

Net liabilities
  
99,000,100
75


Capital and reserves
  

Called up share capital 
 28 
1
75

Share premium account
 29 
99,000,099
-

Shareholders' funds
  
99,000,100
75


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 July 2025.


Mr P Burnside
Director

The notes on pages 25 to 53 form part of these financial statements.

Page 18
 

Keltbray Group Limited
 
 
 


Consolidated Statement of Changes in Equity
For the year ended 31 October 2024



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


£
£
£
£
£
£


At 1 November 2023
75
-
20,942,839
20,942,914
6,983,207
27,926,121





Loss for the year
-
-
(9,226,577)
(9,226,577)
(369,273)
(9,595,850)

Total comprehensive income for the year
-
-
(9,226,577)
(9,226,577)
(369,273)
(9,595,850)


Dividends: Equity capital
-
-
(17,500)
(17,500)
(17,500)
(35,000)


Shares issued during the year
1
24,898,029
-
24,898,030
-
24,898,030


Shares cancelled during the year
(75)
-
-
(75)
-
(75)


NCI release
-
-
6,952,040
6,952,040
(6,952,040)
-


Distribution of KISL
-
-
(4,254,373)
(4,254,373)
-
(4,254,373)



Total transactions with owners
(74)
24,898,029
2,680,167
27,578,122
(6,969,540)
20,608,582



At 31 October 2024
1
24,898,029
14,396,429
39,294,459
(355,606)
38,938,853



The notes on pages 25 to 53 form part of these financial statements.

Page 19  

 

Keltbray Group Limited
 
 
 


Consolidated Statement of Changes in Equity
For the year ended 31 October 2023



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


£
£
£
£
£


At 1 November 2022 (as restated)
75
22,471,037
22,471,112
7,636,356
30,107,468





Loss for the year
-
(1,528,198)
(1,528,198)
(255,750)
(1,783,948)

Total comprehensive income for the year
-
(1,528,198)
(1,528,198)
(255,750)
(1,783,948)


Acquisition of subsidiary
-
-
-
(397,399)
(397,399)



Total transactions with owners
-
-
-
(397,399)
(397,399)



At 31 October 2023
75
20,942,839
20,942,914
6,983,207
27,926,121



The notes on pages 25 to 53 form part of these financial statements.

Page 20  
 
Keltbray Group Limited
 

Company Statement of Changes in Equity
For the year ended 31 October 2024


Called up share capital
Share premium account
Total equity

£
£
£


At 1 November 2022
75
-
75



At 1 November 2023
75
-
75

Shares issued during the year
1
99,000,099
99,000,100

Shares cancelled during the year
(75)
-
(75)


Total transactions with owners
(74)
99,000,099
99,000,025


At 31 October 2024
1
99,000,099
99,000,100


The notes on pages 25 to 53 form part of these financial statements.

Page 21

 
Keltbray Group Limited
 

Consolidated Statement of Cash Flows
For the year ended 31 October 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(9,595,850)
(1,783,948)

Adjustments for:

Depreciation of tangible assets
11,110,085
13,018,256

Amortisation of intangible assets
283,117
849,597

Gain on financial assets at fair value
161,922
74,369

Gain on disposal of tangible assets
(4,376,820)
(1,883,433)

Tax on (loss)/profit
1,492,888
594,832

Regulatory provision
(6,250,000)
(152,493)

Changes in accruals and deferred income
(46,205,008)
22,829,254

Research & Development tax credit
(3,302,843)
(2,243,473)

(Gain)/loss on disposal of investments
33,285
512,378

Release of deferred profit on sale & leaseback of fixed assets
-
(579,081)

Changes in stocks
2,416,039
5,324,000

Changes in trade and other debtors
108,823,468
(70,117,276)

Changes in trade and other creditors
(72,778,188)
45,332,783

Tax paid
(1,145,099)
1,830,025

Net cash generated from operating activities

(19,333,004)
13,605,790


Cash flows from investing activities

Purchase of tangible fixed assets
(13,059,825)
(17,304,353)

Purchase of intangible fixed assets
(893,322)
(3,064,285)

Purchase of other investments
(38,308)
(188,463)

Net outflow on acquisition of subsidiary
14,585,112
(5,310,608)

Proceeds from sale of tangible fixed assets
5,958,282
3,632,954

Proceeds from sale of other investments
51,451
490,389

Net cash used in investing activities

6,603,390
(21,744,366)

Cash flows from financing activities

Issue of ordinary shares
24,897,955
-

Repayment of borrowings
(22,000,000)
-

Repayment of/new finance leases
(2,950,420)
(586,369)

Payments to related parties
4,574,231
1,925,280

Payments from/(to) directors
(466,969)
7,321,766

Distribution
(4,289,372)
-

Net cash used in financing activities
(234,575)
8,660,677
Page 22

 
Keltbray Group Limited
 

Consolidated Statement of Cash Flows (continued)
For the year ended 31 October 2024


2024
2023

£
£



Net (decrease)/increase in cash and cash equivalents
(12,964,189)
522,101

Cash and cash equivalents at beginning of year
33,594,291
33,072,190

Cash and cash equivalents at the end of year
20,630,102
33,594,291


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
20,630,102
33,594,291

20,630,102
33,594,291


The notes on pages 25 to 53 form part of these financial statements.

Page 23

 
Keltbray Group Limited
 

Consolidated Analysis of Net Debt
For the year ended 31 October 2024




At 1 November 2023
Cash flows
At 31 October 2024
£

£

£

Cash at bank and in hand

33,594,291

(12,964,189)

20,630,102

Debt due after 1 year

(11,000,000)

11,000,000

-

Debt due within 1 year

(11,000,000)

11,000,000

-

Finance leases

(19,443,382)

2,528,363

(16,915,019)


(7,849,091)
11,564,174
3,715,083

The notes on pages 25 to 53 form part of these financial statements.

Page 24

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

1.


General information

The Company is a private Company limited by shares, registered and incorporated in England and Wales. The address of the registered office is St. Andrew's House, Portsmouth Road, Esher, Surrey, KT10 9TA.
The Group and its subsidiaries principal activities during the year were demolition, structural and geotechnical engineering, design of permanent and temporary works, reinforced concrete structures, piling, rail overhead line electrification and design, engineering and civil works on the railway infrastructure, asbestos removal, remediation and waste treatment and supply of plant and haulage services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

The financial statements are presented in Sterling (£).
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
- Disclosures in respect of financial instruments have not been presented
- No cash flow statement or net debt reconciliation has been presented for the Company
- No disclosure has been given for the aggregate remuneration of key management personnel

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

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 25

 
Keltbray Group Limited
 

Notes to the Financial Statements
For the year ended 31 October 2024

2.Accounting policies (continued)

  
2.3

Non-controlling interests

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interest's share of changes in equity since the date of the combination.
The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the non-controlling interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments.

 
2.4

Going concern

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 Note 7, 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 recognised a liability of £18 million in respect of the regulatory penalty plus associated legal fees. 
 
Page 26

 
Keltbray Group Limited
 

Notes to the Financial Statements
For the year ended 31 October 2024

2.Accounting policies (continued)


2.4
Going concern (continued)


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. 
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.

 
2.5

Revenue

Turnover represents net invoiced sales of 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.
For the plant business, turnover represents invoiced sales net of value added tax in respect of hire of plant and haulage services. For the occupational health business, turnover represents services provided for medical assessments.
 
For the waste remediation and recycling businesses, turnover is recognised on receipt of waste and for sites that involve restoration and landscaping, turnover is recognised on importation of soils.
Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

 
2.6

Operating leases: the Group as lessor

Rent payable for operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

Page 27

 
Keltbray Group Limited
 

Notes to the Financial Statements
For the year ended 31 October 2024

2.Accounting policies (continued)

 
2.7

Sale and leaseback

Where a sale and leaseback transaction results in a finance lease, no gain is immediately recognised for any excess of sales proceeds over the carrying amount of the asset. Instead, the proceeds are presented as a liability and subsequently measured at amortised cost using the effective interest method.
When a sale and leaseback transaction results in an operating lease, and it is clear that the transition is established at fair value any profit or loss is recognised immediately. If the sale price is below fair value, any profit or loss is recognised immediately unless the loss is compensated for by the future lease payments at below market price. In that case any such loss is amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value is amortised over the period for which the asset is expected to be used.

 
2.8

Finance costs

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

 
2.9

 Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

 Pensions

Defined contribution pension plan

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

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

Page 28

 
Keltbray Group Limited
 

Notes to the Financial Statements
For the year ended 31 October 2024

2.Accounting policies (continued)

 
2.11

 Current and deferred taxation

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

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

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

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


 
2.12

 Exceptional items

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

Page 29

 
Keltbray Group Limited
 

Notes to the Financial Statements
For the year ended 31 October 2024

2.Accounting policies (continued)

 
2.13

 Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market.
Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting date.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Patents
-
10 years
Goodwill
-
5-10 years
Negative goodwill
-
5-10 years

 
2.14

 Tangible fixed assets

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

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 30

 
Keltbray Group Limited
 

Notes to the Financial Statements
For the year ended 31 October 2024

2.Accounting policies (continued)


2.14
 Tangible fixed assets (continued)

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:

Buildings
-
5-15 years
Plant and machinery
-
3-7 years
Motor vehicles
-
4 years
Fixtures and fittings
-
7 years
Computer equipment
-
3 years

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

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

 
2.15

 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less 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.

 
2.16

 Stocks

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.

 
2.17

 Debtors

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.

Page 31

 
Keltbray Group Limited
 

Notes to the Financial Statements
For the year ended 31 October 2024

2.Accounting policies (continued)

 
2.18

 Cash and cash equivalents

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

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

 
2.19

 Creditors

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.

 
2.20

 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.

 
2.21

 Financial instruments

The Group 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 Consolidated statement of comprehensive income 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 Statement of comprehensive income.
 
Page 32

 
Keltbray Group Limited
 

Notes to the Financial Statements
For the year ended 31 October 2024

2.Accounting policies (continued)


2.21
 Financial instruments (continued)


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 balance sheet 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.

  
2.22

 Loans & borrowings

All borrowings by the Group are initially recorded at the amount of cash received less separately incurred transaction costs, unless the arrangement constitutes, in effect, a financing transaction, in which case it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument. Subsequently, borrowings are stated at amortised cost using the effective interest rate method.
The computation of amortised cost includes any issue costs, transaction costs and fees, and any discount or premium on settlement, and the effect of this is to amortise these amounts over the expected borrowing period.
Loans with no stated interest rate and repayable within one year or on demand are not amortised.

  
2.23

 Hire purchase and finance leases

Assets held under finance leases are recognised in the balance sheet as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset.
Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

  
2.24

 Ordinary share capital

The ordinary share capital of the Group is presented as equity.

 
2.25

 Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 33

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

3.


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) Allowances for impairment of debtors
The Company estimates the allowance for doubtful receivables based on assessment of specific accounts where the Company has objective evidence comprising default in payment terms or significant financial difficulty that certain companies are unable to meet their financial obligations. In these cases, judgement used was based on the best available facts and circumstances including but not limited to, the length of relationship.
b) Useful economic life 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.
c
) Carrying value of investments
Investment in subsidiary undertakings is measured at cost less accumulated impairment. 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 together with the director's best estimate of future performance of the subsidiary.
d
) Long term contract revenue
Recognised amounts of long term revenues and related receivables reflect management’s best estimate of each contract’s outcome and stage of completion. This includes the assessment of the profitability of ongoing contracts and the order backlog. For more complex contracts in particular, costs to complete and contract profitability are subject to significant estimation uncertainty.

Page 34

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

4.


Turnover

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


2024
2023
£
£

Construction contracts
609,155,366
658,616,576

Sale of goods and services
15,344,397
30,358,922

624,499,763
688,975,498



The whole of the turnover is derived from the United Kingdom. An analysis of turnover by business operation is given below:


2024
2023

£
£

Built Environment services
 388,396,379
 347,787,443

Infrastructure services
 236,103,384
 341,188,055

 624,499,763
 688,975,498


5.


Other operating income

2024
2023
£
£

Research and Development tax credit
3,302,843
2,243,473

Release of deferred profit on sale & leaseback of fixed assets
-
579,081

Other operating income
2,809,359
1,994,542

6,112,202
4,817,096



6.


Exceptional costs

Exceptional costs in the prior year relate to professional services totalling £2,714,826.


7.


Regulatory costs

Regulatory costs in the year relate to the settlement of claim and legal costs incurred of £12.8m (2023: £0.54m). Refer to note 27 for further details.

Page 35

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

8.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2024
2023
£
£

Amortisation of intangible assets
283,117
849,597

Depreciation of tangible assets
11,110,085
13,540,739

Gains on disposal of tangible assets
(5,958,282)
(1,883,433)

Lease payments
3,839,044
5,232,054

Loss on disposal of investment
161,922
74,369

Operating profit includes exceptional costs and regulatory costs as outlined in notes  and .


9.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2024
2023
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
177,000
297,000

Fees payable to the Company's auditor and its associates for other services in respect of:

Taxation advisory services
-
1,500

Other non-audit related services
52,150
59,000

Page 36

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

10.


Staff costs

Staff costs were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
108,159,070
118,501,628

Social security costs
12,744,837
14,092,131

Other pension costs
2,425,230
2,763,748

123,329,137
135,357,507


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


        2024
        2023
            No.
            No.







Production staff
1,005
834



Administrative staff
1,077
1,133

2,082
1,967

Page 37

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

11.


Directors' remuneration

2024
2023
£
£



Directors' emoluments
2,930,304
3,173,488

Group contributions to defined contribution pension schemes
1,321
2,298

2,931,625
3,175,786

The number of directors who accrued benefits under the companies pension plans was 7 (2023 - 7).
The highest paid director received remuneration of £2,476,767 (2023 - £1,920,129).
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. All key management are Directors of Keltbray Group Limited and its subsidiary entities. Key management personnel remuneration for individuals who are not directors of Keltbray Group Limited was as follows:



2024
2023

£
£


Remuneration
2,876,557
4,863,983

Pension
78,109
144,393


2,954,666
5,008,376


12.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
3,602,032
4,260,107

Finance leases and hire purchase contracts
1,030,622
929,758

Other interest payable
1,412,046
131,168

6,044,700
5,321,033

Page 38

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

13.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
79,454
245,084

Adjustments in respect of previous periods
1,666,545
511,283


Total current tax
1,745,999
756,367

Deferred tax


Origination and reversal of timing differences
(233,193)
(333,669)

Adjustments in respect to prior periods
(19,918)
69,372

Impact of changes in tax rates
-
102,762

Total deferred tax
(253,111)
(161,535)


Tax on loss
1,492,888
594,832
Page 39

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 22.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(8,102,962)
(1,189,116)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.52%)
(2,025,741)
(267,789)

Effects of:


Expenses not deductible for tax purposes
3,591,793
347,567

Capital allowances for year in excess of depreciation
(91,148)
189,351

Adjustments to tax charge in respect of prior periods
1,646,627
675,529

Chargeable gains
69,279
42,946

Marginal relief
-
(1,363)

Movement in deferred tax not recognised
470,114
(411,278)

Remeasurement of tax rates
-
33,050

Foreign tax relief
-
(13,181)

Income not taxable
(825,711)
-

Other differences leading to a decrease in the tax charge
(1,342,325)
-

Total tax charge for the year
1,492,888
594,832


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


14.


Dividends

2024
2023
£
£


Dividends paid
17,500
-

17,500
-

Page 40

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

15.


Intangible assets

Group





Goodwill
Negative goodwill
Patents
Total

£
£
£
£



Cost


At 1 November 2023
19,304,494
(9,881,259)
1,495,164
10,918,399


Additions
-
-
893,322
893,322


Transfers intra group
(8,140,499)
-
-
(8,140,499)



At 31 October 2024

11,163,995
(9,881,259)
2,388,486
3,671,222



Amortisation


At 1 November 2023
10,432,405
(9,246,533)
-
1,185,872


Charge for the year
283,117
-
-
283,117


On disposals
(825,837)
-
-
(825,837)



At 31 October 2024

9,889,685
(9,246,533)
-
643,152



Net book value



At 31 October 2024
1,274,310
(634,726)
2,388,486
3,028,070



At 31 October 2023
8,872,089
(634,726)
1,495,164
9,732,527

Other than goodwill, the groups' intangible assets relate to capitalisation of internal and external costs associated with the development of patents and trade marks. These items are assessed annually for impairment and are amortised when brought into use. Amortisation is included in administrative expenses.
The Company has no intangible assets (2023: £nil).
Transfers intra group noted above relate to Goodwill associated with the Keltbray Infrastructure Services Limited group that was demerged from Keltbray Group Limited in June 2024. 



Page 41

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

16.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Fixtures and fittings
Motor vehicles
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 November 2023
6,430,133
76,015,080
2,772,073
4,387,872
6,173,773
95,778,931


Additions
921,855
9,730,407
18,910
1,162,595
1,226,059
13,059,826


Transfers intra group
(691,715)
(21,019,263)
(1,298,514)
(705,059)
(919,079)
(24,633,630)


Disposals
-
(12,810,226)
-
(920,829)
-
(13,731,055)



At 31 October 2024

6,660,273
51,915,998
1,492,469
3,924,579
6,480,753
70,474,072



Depreciation


At 1 November 2023
2,574,551
48,098,628
2,126,274
2,625,068
4,088,404
59,512,925


Charge for the year
661,856
8,431,223
45,190
826,989
1,144,827
11,110,085


Transfers intra group
(203,653)
(14,115,162)
(753,812)
(444,594)
(845,958)
(16,363,179)


Disposals
-
(11,495,149)
-
(654,445)
-
(12,149,594)



At 31 October 2024

3,032,754
30,919,540
1,417,652
2,353,018
4,387,273
42,110,237



Net book value



At 31 October 2024
3,627,519
20,996,458
74,817
1,571,561
2,093,480
28,363,835



At 31 October 2023
3,855,582
27,916,452
645,799
1,762,804
2,085,369
36,266,006

The Company has no tangible fixed assets.
Finance leases and hire purchase contracts
Included within the carrying value of plant and machinery is £20.1m (2023: £25.7m) relating to assets held under finance lease or hire purchase agreements.
Disposals noted above relate to assets associated with the Keltbray Infrastructure Services Limited group that was demerged from Keltbray Group Limited in June 2024.  

Page 42

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

17.


Fixed asset investments

Group





Listed investments
Other fixed asset investments
Total

£
£
£



Cost or valuation


At 1 November 2023
1,872,464
764,630
2,637,094


Additions
38,308
-
38,308


Disposals
(198,532)
-
(198,532)



At 31 October 2024

1,712,240
764,630
2,476,870



Impairment


At 1 November 2023
1,282,367
645,057
1,927,424


Charge for the period
33,285
-
33,285


Impairment on disposals
14,840
-
14,840



At 31 October 2024

1,330,492
645,057
1,975,549



Net book value



At 31 October 2024
381,748
119,573
501,321



At 31 October 2023
590,097
119,573
709,670

Listed Investments
At 31 October 2024, the market value of listed investments was £381,748 (2023: £590,097).

Page 43

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024
Company





Investments in subsidiary companies

£



Cost or valuation


Additions
98,999,999



At 31 October 2024
98,999,999






Net book value



At 31 October 2024
98,999,999



At 31 October 2023
-


Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Keltbray Holdings Limited
England and Wales
Holding company
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Keltbray Group (Holdings) Limited
England and Wales
Holding company
100%
Keltbray Consulting and Engineering Limited
England and Wales
Holding company
100%
Keltbray Limited
England and Wales
Demolition and civil engineering
100%
Keltbray Built Environment Limited
England and Wales
Demolition and civil engineering
100%
Keltbray Plant Limited
England and Wales
Supply of plant to the construction industry
100%
Keltbray Environmental Materials Management Limited
England and Wales
Ground remediation
100%
Keltbray Environmental Ltd
England and Wales
Waste recyling
100%
Page 44

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024
Indirect subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Wentworth House Partnership Limited
England and Wales
Civil engineering design
100%
KML Occupational Health Limited
England and Wales
Undertaking of occupational health services
50%
Keltbray Structures Limited
England and Wales
Construction of commercial buildings
100%
Keltbray International PTY Limited
Australia
Overhead line engineering for the rail network
100%
Keltbray Management Services Limited
England and Wales
Group services
100%
Keltbray Property Investment Limited
England and Wales
Property investment
100%
Kerr Property Holdings Limited
England and Wales
Property investment
88%
Cedarr Properties Limited
England and Wales
Property investment
100%
Kerr Prop Two Limited
England and Wales
Property investment
100%
Qualified Recruitment Limited
England and Wales
Dormant
100%
Keltbray Demolition Limited
England and Wales
Dormant
100%
Keltbray Building Services Limited
England and Wales
Dormant
100%
Saturn Land Limited
England and Wales
Dormant
100%
Hiper Pile Limited
England and Wales
Construction
100%
Hiper Energy Limited
England and Wales
Dormant
100%
Keltbray Arabia Limited
Arabia
Dormant
100%
Keltbray Ireland Limited
Republic of Ireland
Dormant
100%

A number of indirect subsidiaries within the Keltbray Infrastructure Services Limited group, were  demerged from Keltbray Group Limited in June 2024. 
Keltbray Group Limited has guaranteed the liabilities of Hiper Pile Limited, a company incorporated in England, for the year ended 31 October 2024. Hiper Pile Limited (company number 14314100) has claimed exemption from audit under section 479A of the Companies Act 2006. 

Page 45

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

18.


Stocks

Group
Group
2024
2023
£
£

Raw materials and consumables
1,750,225
4,166,264

1,750,225
4,166,264


The replacement value of stock is not materially different to the cost as stated above in the current or prior year.


19.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Amounts owed by related parties
8,674,442
18,092,339
-
-

Deferred tax asset
1,000,891
-
-
-

9,675,333
18,092,339
-
-

Due within one year

Trade debtors
30,862,100
80,359,244
-
-

Amounts owed by related parties
164,352
150,000
-
-

Deferred tax asset
-
953,494
-
-

Called up share capital not paid
-
-
-
75

Prepayments and accrued income
5,238,854
11,036,287
-
-

Amounts recoverable on contracts
58,433,108
107,101,472
-
-

Other debtors
6,271,525
8,643,170
-
-

110,645,272
226,336,006
-
75


Amounts owed by group undertakings and related parties are unsecured, interest free, and repayable on demand.
Included within Other debtors is corporation tax recoverable of £2,488,882 (2023: £Nil).


20.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
20,630,102
33,594,291
101
-

20,630,102
33,594,291
101
-


Page 46

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

21.


Creditors: Amounts falling due within one year

Group
Group
2024
2023
£
£

Bank loans
-
11,000,000

Trade creditors
27,333,044
82,365,956

Deferred consideration
-
1,960,000

Amounts owed to group undertakings
5,000,000
-

Accruals and deferred income
55,716,916
101,921,924

Corporation tax
-
418,775

Amounts owed to related parties
2,196,484
-

Social security and other taxes
49,712
6,650,465

Obligations under finance lease and hire purchase contracts
6,054,841
7,469,430

Other creditors
5,640,298
14,824,018

Directors current account
126,424
593,393

102,117,719
227,203,961


Bank loans
Security for bank loans in the prior year comprised of cross company guarantees and debentures over certain Group companies (as outlined in the Contingencies Note 31) and a personal guarantee by the Group's ultimate controlling party.
Secured and other loans
Other creditors include secured loans totalling £3,589,865 (2023: £3,357,386) which are secured and repayable within 12 months at an average interest rate of Nil.
Accruals
Included within accruals and deferred income is £26,805,172 (2023: £30,340,982) of contract accruals.
Assets held under finance lease
The assets held under finance leases are secured upon the assets to which they relate.

Page 47

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

22.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
-
11,000,000

Other creditors
13,002,075
25,028,673

Obligations under finance leases and hire purchase contracts
10,860,178
12,396,009

Deferred consideration
-
1,000,000

23,862,253
49,424,682


Bank loans
Security for bank loans comprises of cross company guarantees and debentures over certain Group companies (as outlined in the Contingencies Note 31) and a personal guarantee by the Group's ultimate controlling party.
Assets held under finance lease
The assets held under finance leases are secured upon the assets to which they relate.
Deferred consideration
Deferred consideration in note 21 and 22 in the prior year related to amounts payable to third party relating to the acquisition of the IDEC Group (£2m) and Electricityworx (£960k). The amounts were payable on meeting certain criteria of the purchase agreement and are due in a year greater than one year from the date of the 2023 report. These amounts have cleared as a result of the demerger of the Keltbray Infrastructure Services Limited group in the current year.



23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
-
11,000,000


-
11,000,000

Amounts falling due 1-2 years

Bank loans
-
11,000,000


-
11,000,000



-
22,000,000


The bank loans were repaid with the proceeds from the sale of the Infrastructure business in the current year. 

Page 48

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

24.


Finance lease and hire purchase contracts


The total future minimum lease payments under finance leases and hire purchase contracts are as follows:

Group
Group
2024
2023
£
£

Not later than one year
6,054,841
7,467,430

Later than 1 year and not later than 5 years
10,860,178
12,396,009

16,915,019
19,863,439


25.


Deferred taxation

The deferred tax included in the statement of financial position is as follows:



Group



2024


£






At beginning of year
953,494


Charged to profit or loss
47,397



At end of year
1,000,891







The deferred tax asset is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
1,000,891
953,494

1,000,891
953,494

There is no deferred tax in the Company (2023: £nil).


26.


Employee benefits

Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £2,425,230 (2023: £2,763,748).

Page 49

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

27.


Provisions


Group



Regulatory provision

£





At 1 November 2023
6,250,000


Released in year
(6,250,000)



At 31 October 2024
-

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 outcome of this has now been agreed and the directors have recognised a liability of £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. In the current year the amounts due are included within creditors note 21 and 22.

28.
Share capital


2024
2023

£
£


Allotted, called up and fully paid

100,000 (2023 - Nil) Ordinary shares of £0.00001 each
1
-

49,694 (2023 - Nil) Preferred ordinary shares of £0.00001 each
-
-

Nil (2023 - 4,400,044) A Ordinary shares of £0.00001 each
-
44

Nil (2023 - 3,100,031) B Ordinary shares of £0.00001 each
-
31


1
31


29.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Profit and loss account

This reserve records retained earnings and accumulated losses.

Page 50

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

30.


Operating leases

At 31 October 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
2,653,016
4,544,154

Later than 1 year and not later than 5 years
8,274,722
10,074,125

Later than 5 years
20,952,993
19,761,797

31,880,731
34,380,076

31.


Contingencies

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 (BE) Holdings, Keltbray Infrastructure Services 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.
Amounts recoverable on contracts and trade debtors include £2.2m (2023: £2.5m) 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.

Page 51

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024

32.


Related party transactions

Group
BMJ Waste Limited is an entity related by virtue of common ultimate control.

During the year, the Group made sales of £210,359 (2023: £476,764) 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.
The Group also made purchases of £347,202 (2023: £204,014) from BMJ Waste Limited.
At the year-end 31 October 2024, the Group was owed £164,352 (2023: £150,000) by BMJ Waste Limited.
No further transactions with related parties were undertaken such as are required to be disclosed under FRS 102 Section 33.
 
Amounts owed by related parties who are related by virtue of control:

2024
2023
£
£

Crumlin Capital Limited
-
11,057,997
Arcs Energy Limited
-
2,856,063
Kerr Partnership LLP
3,355,266
3,265,649
Greenshire Limited
676,684
699,788
Callender St Trustees (Sandy Lane)
211,842
212,842
BMJ Waste Limited
164,352
150,000
Keltbray Development Limited
4,143,698
-
Keltbray Fleet Limited
279,657
-
8,831,499
18,242,339

Amounts owed to related parties:

2024
2023
£
£



Directors current account
126,424
(593,393)

126,424
(593,393)

Amounts owed to related parties who are related by virtue of common control:

2024
2023
        £
        £
Crumlin Capital Limited

878,054

2,000,000
 
Keltbray Developments Limited

1,150,000

1,150,000
 
Arcs Energy Limited

168,430

-
 

2,196,484

3,150,000
 

Page 52

 
Keltbray Group Limited
 
 
Notes to the Financial Statements
For the year ended 31 October 2024


32.


Related party transactions (continued)

Company
The Company has taken advantage of the exemption contained in paragraph 33.1A of FRS 102 not to disclose any transactions with its 100% owned subsidiary undertakings on the grounds that the consolidated financial statements are publicly available.
No transactions with related parties were undertaken such as are required to be disclosed under FRS 102 Section 33.


33.


Events after the reporting date

On 30 June 2025, a group reorganisation occurred whereby the entire issued share capital of Keltbray Holdings Limited was sold to Crumlin Capital Limited, a Company under common control. The outcome of this reorganisation resulted in the following entities being removed from the Keltbray Group; Keltbray Holdings Limited, Keltbray Environmental Limited, Keltbray Environmental Materials Management Limited, Keltbray Building Services Limited, Keltbray Limited, Keltbray Property & Investments Limited, Keltbray Demolition Limited, Keltbray Group (Holdings) Limited and Keltbray Structures Limited.  
In addition, 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.


34.


Controlling party

At 31 October 2024, the Company was 67% owned by Project Osprey Holdings Limited and 33% owned by Keltbray (BE) Holdings Limited. 
The Company's ultimate controlling party is B Kerr who is the majority shareholder of Project Osprey Holdings Limited.
The largest and smallest group in which the group is consolidated is Keltbray Group Limited. The address is St Andrew's House, Portsmouth Road, Esher, Surrey, KT10 9TA.

Page 53