|
Financial Statements
Keltbray Holdings Limited
For the year ended 31 October 2024
Registered number: 12543807
|
|
|
|
|
Keltbray Holdings Limited
|
Company Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D James (resigned 15 August 2024)
|
|
|
|
|
|
N Thompson (appointed 30 October 2024)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditors
|
|
|
12 - 15 Donegall Square West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keltbray Holdings Limited
|
Contents
|
|
|
|
|
|
|
|
|
Independent auditor's report
|
|
Statement of comprehensive income
|
|
Statement of financial position
|
|
Statement of changes in equity
|
|
Notes to the financial statements
|
|
|
|
|
|
|
Keltbray Holdings Limited
|
Strategic report
For the year ended 31 October 2024
The directors present the strategic report of the company for the year ended 31 October 2024.
The principal activity of the Company is that of a holding company.
The loss for the year ended 31 October 2024 is £5,466,950 (2023: £3,146,772).
The net assets of the Company at 31 October 2024 amounted to £18,647,502 (2023: net liabilities of £114,452).
Principal risks and uncertainties
|
Due to the nature of the business as a holding company there are no material risks or uncertainties which require disclosure.
Key performance indicators
|
Due to the nature of the business as a holding company there are no relevant key performance indicators that require disclosure.
This report was approved by the board on 9 July 2025 and signed on its behalf.
Page 1
|
|
|
|
|
Keltbray Holdings 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 Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' reports may differ from legislation in other jurisdictions.
The principal activity of the Company is that of a holding company
The loss for the year, after taxation, amounted to £5,466,950 (2023 - profit £3,146,772).
Dividends of £1,000,000 were paid during the year (2023: £6,946,058)
Page 2
|
|
|
|
|
Keltbray Holdings Limited
|
Directors' report (continued)
For the year ended 31 October 2024
The directors who served during the year were:
|
|
|
|
|
|
|
|
|
|
D James (resigned 15 August 2024)
|
|
|
N Thompson (appointed 30 October 2024)
|
Due to the nature of the business there are no employees other than the director. All trade is transacted through subsidiaries.
Employment of disabled persons
|
Due to the nature of the business there are no suppliers or customers. All trade is transacted through subsidiaries.
Greenhouse gas emissions, energy consumption and energy efficiency action
|
The Company's greenhouse gas emissions and energy consumption for the year are included within the consolidated position within Keltbray Group Limited's financial statements.
Matters covered in the Strategic report
|
Please refer to the strategic report on page 1 regarding financial overview, key performance indicators, principal
risks and uncertainties and corporate social responsibilities.
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's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Page 3
|
|
|
|
|
Keltbray Holdings Limited
|
Directors' report (continued)
For the year ended 31 October 2024
Events after the reporting period
|
After the reporting date the share premium was reduced by £24,990,000 by a capital reduction and credited to the distributable reserves of the Company.
On 30 June 2025, a group reorganisation occurred, whereby the entire issued share capital of the Company’s intermediate parent company Keltbray Holdings Limited, was sold by Keltbray Group Limited to Crumlin Capital Limited, a Company under common control.
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.
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 9 July 2025 and signed on its behalf.
Page 4
|
|
Independent auditor's report to the members of Keltbray Holdings Limited
We have audited the financial statements of Keltbray Holdings Limited, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the financial year ended 31 October 2024, and the related notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion, Keltbray Holdings Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 October 2024 and of its financial performance for the financial year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. Our responsibilities under those standards are further described in the 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
|
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
Our responsibilities, and the responsibilities of the directors, with respect to going concern are described in the relevant sections of this report.
Page 5
|
|
Independent auditor's report to the members of Keltbray Holdings Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
|
In the light of the knowledge and understanding of the Company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Page 6
|
|
Independent auditor's report to the members of Keltbray Holdings Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
|
Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
|
The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations to compliance with Date Privacy laws, and we considered the extent to which non- compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and compliance with tax laws. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journals entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off unusual transactions. We apply professional scepticism throughout the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/ inaccurate disclosures in the financial statements.
Page 7
|
|
Independent auditor's report to the members of Keltbray Holdings Limited (continued)
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management on the polices and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Company's regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;
∙gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates, including estimating an allowance for the impairment of receivables and investments; and
∙review the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
|
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
9 July 2025
Page 8
|
|
|
|
|
Keltbray Holdings Limited
|
Statement of comprehensive income
For the year ended 31 October 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the financial year
|
|
|
|
There was no other comprehensive income for 2024 (2023:£NIL).
|
The notes on pages 12 to 22 form part of these financial statements.
|
Page 9
|
|
|
|
|
Keltbray Holdings Limited
Registered number:12543807
|
Statement of financial position
As at 31 October 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
Net current assets/(liabilities)
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 July 2025.
The notes on pages 12 to 22 form part of these financial statements.
Page 10
|
|
|
|
|
Keltbray Holdings Limited
|
Statement of changes in equity
For the year ended 31 October 2024
|
|
|
|
|
|
|
|
|
|
|
|
At 1 November 2023 (as restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in equity
For the year ended 31 October 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year (as restated)
|
|
|
|
|
Dividend in specie (as restated)
|
|
|
|
|
At 31 October 2023 (as restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 12 to 22 form part of these financial statements.
|
Page 11
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
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 principal activity of the Company during the year was a holding company.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements are presented in Sterling (£).
The following principal accounting policies have been applied:
|
|
|
Financial Reporting Standard 102 - reduced disclosure exemptions
|
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Keltbray Group Limited as at 31 October 2024 and these financial statements may be obtained from Companies House.
|
|
|
Exemption from preparing consolidated financial statements
|
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
Page 12
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
2.Accounting policies (continued)
The activities of the Keltbray Group, along with the factors that may affect its future performance and position are set out in the directors’ report.
The Group recognises the economic and trading uncertainties resulting from macroeconomic and geopolitical issues within the UK and further afield, which lead to both cost price inflation and aggressive pricing practices are still being felt by a number of Main Contractors. The Specialist Engineering sector is now emerging from these issues.
This is driven by our contract durations which are typically of shorter duration and by our balance of contracts which include cost reimbursable contracts as a growing proportion of our overall portfolio.
Keltbray’s robust governance over work winning activities have led to the Group continuing to step away from a number of bids which were deemed to be below the minimum margin required for that business. This, combined with the Group’s significant awarded workload, provides a more resilient base for the business and allows the directors to take a longer term view of the markets in which the Group chooses to operate.
The directors regularly review the working capital requirements of the Group in terms of monthly cash flow forecasting, quarterly re-forecasting and annual budget scenarios. Forecasts have been prepared up to 31 October 2027. These forecasts, whilst subject to inherent uncertainties, note continued increasing turnover, increased margins associated with profitable trading and stabilising levels of working capital investment.
As a response to the demand side uncertainty in some of the Group’s traditional markets, the Group has focused its work winning activities on those major projects, in both infrastructure and counter recessionary markets which provide a hedge against the more cyclical sectors.
Margins are forecast to modestly increase year-on-year during the forecast period, which reflects the business impact of increased governance over tendering and the Group’s increased focus on Infrastructure over both divisions.
The Group has prepared a cash flow forecast for the period from 31 October 2024, until 31 October 2027 and the directors consider that Group has sufficient cash reserves and finance facilities to meet its financial obligations as they fall due. As a fully self-funded business there are no external financial covenants to comply with.
As outlined in the financial statements of Keltbray Group Limited, the Group has been the subject of a civil penalty issued by the CMA in respect of an investigation into historical allegations of cover pricing in the demolition industry. The directors have made a provision for £18 million in respect of the regulatory penalty plus associated legal fees.
The directors have assessed the impact of this matter in making their going concern assessment and they have incorporated the timing of the three year deferred payment arrangement, as agreed with the CMA and set out in an Order of the Court, into the cash flow forecast.
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.
Page 13
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
2.Accounting policies (continued)
|
|
|
Going concern (continued)
|
Keltbray Group Limited has provided a letter of support to the Company confirming that they will provide financial support to the Company, if required, to enable it to meet its liabilities as and when they fall due for a period of 12 months from the date of approval of the financial statements for the year ended 31 October 2024.
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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
Page 14
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
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.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
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.
|
|
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) 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
Page 15
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
|
|
|
|
|
Auditor's remuneration for the Company totalled £9,700, which is bourne by the parent company Keltbray Group Limited.
|
|
|
The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).
|
|
|
The directors of the company received total remuneration from Keltbray Group Limited as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
The total remuneration of the highest paid director was £2,476,767 (2023: £1,563,826).
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans from group undertakings
|
|
|
|
|
|
|
|
Page 16
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
|
|
Factors affecting tax charge for the year
|
|
|
The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 22.5%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit on ordinary activities before tax
|
|
|
|
|
(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.5%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement of deferred tax for changes in rates
|
|
|
|
|
Movement in deferred tax not recognised
|
|
|
|
|
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
Page 17
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
|
|
As restated
Investments in subsidiary companies
|
|
|
|
|
|
|
|
At 1 November 2023 (as previously stated)
|
|
|
|
|
|
At 1 November 2023 (as restated)
|
|
|
|
|
|
|
|
|
|
On 31 October 2023, Keltbray Consulting and Engineering Limited distributed via a dividend in specie, its shareholding in Wentworth House Rail Systems Limited of £954,825 to Keltbray Holdings Limited. Subsequent to this, Keltbray Holdings Limited, distributed its shareholding in Wentworth House Rail Systems Limited, Keltbray Rail Limited, Keltbray Highways Limited and Keltbray Energy Limited to Keltbray (BE) Holdings Limited totalling £6,946,058 via a distribution in specie.
|
|
|
|
|
|
The following were subsidiary undertakings held both directly and indirectly by the Company at 31 October 2024:
|
|
|
|
|
|
|
|
|
Keltbray Built Environment Limited
|
|
Demolition and civil engineering
|
|
|
|
|
|
Supply of plant to the construction industry
|
|
|
|
Keltbray Consulting and Engineering Limited
|
|
|
|
|
|
Kerr Property Holdings Limited
|
|
|
|
|
|
Kerr Group Holdings Limited
|
|
|
|
|
|
|
|
Demolition and civil engineering
|
|
|
|
Keltbray Management Services Limited
|
|
|
|
|
|
Keltbray Environmental Limited
|
|
|
|
|
|
Keltbray Environmental Materials Management
|
|
|
|
|
|
Wentworth House Partnership
|
|
Design and civil engineering
|
|
|
|
Keltbray International PTY Limited
|
|
Overhead line engineering network
|
|
|
|
Cedarr Properties Limited
|
|
|
|
Page 18
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
Subsidiary undertakings (continued)
|
|
|
|
|
|
|
|
Keltbray Structures Limited
|
|
Construction of commercial buildings
|
|
|
|
Keltbray Property and Investments Limited
|
|
|
|
|
|
KML Occupational Health Limited
|
|
Undertaking of occupational health services
|
|
|
|
Keltbray Holdings Limited holds 50% shareholding in KML Occupational Health Limited. Control is deemed to be met due to the power to cast the majority of votes at meetings of the board of directors.
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 19
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due to group undertakings are unsecured, interest free and repayable upon demand.
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
75 (2023 - 75) A Ordinary shares of £1.00 each
|
|
|
|
|
|
25 (2023 - 25) B Ordinary shares of £1.00 each
|
|
|
|
|
|
100 (2023 - Nil ) Ordinary shares of £1.00 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year 100 ordinary shares with a nominal value of £1.00 were issued at cost of £250,000 per share.
Share capital
Represents the nominal value of shares that have been issued.
Sare premium account
Includes any premiums recieved on issue of share capital, Any transaction costs associated with the issuing of shares are deducted from share premium
Profit and loss account
Includes all prior period and current period profits and losses.
Page 20
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
In the prior year, group bank borrowings were held with Santander UK Plc. There was a cross-company guarantee in place between Keltbray Group (Holdings) Limited, Keltbray Holdings Limited, Keltbray Plant Limited, Keltbray Rail Limited, Keltbray Environmental Ltd, Keltbray Environmental Materials Management Limited, Keltbray Structures Limited, Keltbray Consulting & Engineering Limited, Wentworth House Rail Systems Limited, Keltbray Energy Limited, Keltbray Built Environment Limited, Keltbray Management Services Limited and Keltbray Highways Limited. In addition, the bank held a debenture over all of the assets and undertakings of each of the aforementioned companies. In the current year, all bank borrowings were repaid as part of the wider restructure.
|
|
Related party transactions
|
|
|
The Company has taken advantage of the exemption contained in paragraph 33.1A of FRS102 not to disclose any transactions with its parent or fellow 100% owned subsidiary undertakings on the grounds that it is a 100% owned subsidiary.
No transactions were undertaken with related parties which are required to be disclosed under FRS 102 Section 33.
|
|
|
Events after the reporting date
|
After the reporting date the share premium was reduced by £24,990,000 by a capital reduction and credited to the distributable reserves of the Company.
On 30 June 2025, a group reorganisation occurred, whereby the entire issued share capital of the Company’s intermediate parent company Keltbray Holdings Limited, was sold by Keltbray Group Limited to Crumlin Capital Limited, a Company under common control.
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.
At 31 October 2024, the Company was a wholly owned subsidiary of intermediate parent Company Keltbray Group Limited. The ultimate parent Company is Project Osprey Holdings Limited, a Company incorporated in England and Wales.
The largest and smallest group in which the group is consolidated is Keltbray Group Limited, a company incorporated in England and Wales. The address is St Andrew's House, Portsmouth Road, Esher, Surrey, KT10 9TA.
The Company's ultimate controlling party is B Kerr who is the majority shareholder of the ultimate parent Company Project Osprey Holdings Limited. The registered office is St. Andrews House, Portsmouth Road, Esher, Surrey, England, KT10 9 TA.
These financial statements are available to the public from Companies House
Page 21
|
|
|
|
|
Keltbray Holdings Limited
|
Notes to the financial statements
For the year ended 31 October 2024
On 30 October 2023, the Company received dividends from its subsidiaries totalling £6,460,933. Subsequent to this on 31 October 2023, the Company's subsidiary Keltbray Consulting and Engineering Limited distributed via a dividend in specie, its shareholding in Wentworth House Rail Systems Limited to the Company and then the Company distributed its shareholdings in Wentworth House Rail Systems Limited, Keltbray Rail Limited, Keltbray Highways Limited and Keltbray Energy Limited to Keltbray (BE) Holdings Limited via a distribution in specie. These adjustments have been reflected in the balances as at 31 October 2023 and the impact was as follows:
|
|
2023 (as previously stated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 22
|