The directors present the strategic report for the Group for the year ended 30 November 2024.
The Group has delivered a strong and resilient performance in 2024, marked by a substantial increase in turnover to £84.5 million, up from £55.1 million in 2023 – a rise of £29.4 million. This growth has been driven by successful client retention, the acquisition of new tenders, and the ability to negotiate contracts effectively – All achieved despite a highly competitive UK construction market and ongoing macroeconomic pressures, including inflation, interest rate volatility, and global supply chain disruptions influenced by geopolitical tensions such as the Russia-Ukraine conflict.
This performance reflects the Group’s ability to consistently deliver high-quality projects and maintain trusted relationships across the construction sector.
While the gross profit margin adjusted from 15.19% in 2023 to 11.34% in 2024, this change reflects a strategic decision to expand the Group's market share by securing a broader range of contracts, some at tighter margins, as part of a long-term growth plan. This proactive move has laid the foundation for securing future high-value projects and improving overall project capacity.
Importantly, despite a more competitive pricing environment, gross profit in absolute terms has increased, supported by strong turnover growth and enhanced cost control measures. These include ongoing refinements to pricing strategies and costing models, as well as robust project evaluation processes. The Group is now in a stronger position to scale its operations efficiently and maximise profitability going forward.
Overhead costs have increased marginally by £0.01 million during the period. This increase reflects short-term operational investments aimed at strengthening the Group’s capabilities. Management remains focused on reducing overheads through disciplined cost control, enhanced operational oversight, and the adoption of innovative working methods. These initiatives are part of a broader strategic commitment to improve efficiency and drive long-term value, ensuring that resources are directed towards areas that generate the greatest return. The Group continues to prioritise performance improvements through smarter structures and ongoing investment in people, processes, and digital infrastructure aligned to the needs of the construction industry.
These investments will enable the Group to bid for larger, more complex contracts with confidence and operational efficiency.
The Group’s financial stability continues to strengthen. Net current assets have increased by £4.5 million, rising to £14.3 million in 2024. Additionally, the cash balance has grown by £0.35 million, now standing at £7.3 million. These improvements reflect the Group’s disciplined working capital management and cash flow optimisation, ensuring their ability to fund new projects and absorb future growth.
In a year marked by global supply chain constraints, rising material costs, and inflationary pressures, the Group demonstrated adaptability by diversifying suppliers, adopting modern construction methods, and implementing innovative technologies, such as modular building solutions and enhanced project tracking systems. These steps not only helped mitigate cost volatility but also enhanced the speed and quality of project delivery.
The Group remains fully committed to the health and safety of all employees. A dedicated Health and Safety Manager oversees and continuously improves safety practices across all sites, ensuring compliance with industry standards and fostering a culture of safety-first.
The Group’s 2024 performance showcases strength, strategic foresight, and operational excellence in a challenging economic and industry environment. With a solid financial base, a forward-looking approach to project acquisition and execution, and a commitment to innovation, the Group is exceptionally well-positioned to drive sustainable growth and value creation in the years ahead.
The Group has recognised inflation, the ongoing conflict in Ukraine, and escalating energy costs as major factors driving up expenses, which present substantial risks to its operations. To mitigate these risks, the Group has implemented a strategic plan that includes engaging in transparent and thoughtful discussions with clients to recover the increased costs over both short and long periods. Through these proactive measures, the Group is focused on preserving its financial resilience and ensuring the sustainability of its business operations.
Financial Risk
The Directors have identified that the Group’s financial risk is that of increased construction costs, inflation and energy costs, and the general economic turmoil in the aftermath of the Covid-19 pandemic, Brexit and the war in Ukraine.
Reputational Risk
The Directors are aware of the ongoing reputational risk to the Group arising from customer claims. The Group promptly responds to these claims and settles them when necessary. To mitigate the occurrence of future claims, the Group diligently records all claims and implements procedures aimed at prevention.
Economic Risk
The Group places a strong emphasis on cultivating close relationships with its key customers to identify early signs of potential financial difficulties. Regular reviews of sales trends in major markets provide insights that allow the Group to take proactive actions in the event of declining sales. By conducting regular contract reviews and fostering strong relationships with key customers, the Group minimizes the risk of disputes and ensures continued financial stability.
Safety and People
Safety remains a core priority for the Group, and all employees, including the Directors, are deeply committed to ensuring a safe working environment. Given the inherent hazards associated with the Group's activities, regular meetings of key management are held to monitor health, safety, and environmental aspects. Compliance reviews conducted by a trusted third party, combined with rigorous ongoing training for all staff, further reinforce the Group's commitment to maintaining high safety standards.
The Group recognises that its success hinges on a skilled and motivated executive team and workforce. To foster excellence, the Group places strong emphasis on providing comprehensive training and development opportunities. Investing in its team's growth and professional development is essential to sustaining the Group's continued success.
The Group's key financial performance indicators during the year were as follows:
| Unit | 2024 | 2023 |
Turnover | £ | 84,495,376 | 55,078,068 |
Gross profit | % | 11.34 | 15.19 |
Administrative expenses | £ | 4,197,432 | 4,186,180 |
Profit before taxation | £ | 5,630,508 | 4,185,731 |
Net current assets | £ | 14,270,275 | 9,817,340 |
The directors believe there are no non-financial KPIs that are of strategic importance to the group.
Future developments
The Group’s future growth will be driven by its unwavering commitment to innovation, operational excellence, and environmental responsibility. With a focus on adopting cutting-edge technologies and modern construction practices, the Group is continuously evolving to meet the demands of a dynamic industry. It remains dedicated to enhancing workforce safety, ensuring seamless project execution, and consistently delivering high-quality, timely outcomes to its clients.
A significant part of this forward-looking strategy is the Group’s ongoing investment in research and development. Innovation in construction methods and techniques continues to be a core priority, with the Group actively exploring opportunities to improve energy efficiency, adopt new building materials, enhance project delivery timelines, and implement intelligent information modeling systems. These efforts are aimed at optimising processes and maintaining high safety and quality standards throughout the project lifecycle.
Sustainability is a core part of how the Group operates. The Group has already taken big steps to reduce its environmental impact by using green building methods and cutting down its carbon footprint. One of the major achievements was gaining ISO 14001 certification last year, showing the Group’s genuine commitment to protecting the environment and providing a safe, healthy place to work. Building on this progress, the Group is now investing in a new fleet of eco-friendly vehicles, further supporting its move towards cleaner and more sustainable transport across the business.
To support long-term growth and safeguard project delivery, the Group is actively mitigating supply chain risks. This includes diversifying its supplier base to create a more robust and resilient procurement process. By proactively managing supply chain vulnerabilities, the Group ensures continuity and reliability, providing a solid foundation for delivering future projects with confidence.
Overall, the Group’s proactive and strategic approach—centred on innovation, sustainability, and resilience—places it in a strong position to capitalise on new opportunities, navigate industry challenges, and deliver continued value for stakeholders in the years ahead.
The Directors of Faircloth Holdings Limited are fully aware of their statutory duties under Section 172 of the Companies Act 2006, which requires them to act in a way that they consider, in good faith, would most likely promote the success of the Group for the benefit of its members as a whole. In fulfilling this duty, the Directors take into account, where applicable, the likely long-term consequences of their decisions, the interests of the Group’s employees, the need to foster strong business relationships with suppliers, customers and others, and the impact of the Group’s operations on the community and the environment.
General confirmation of Directors’ duties:
In making decisions, the Directors of the Group ensure that they act in a manner they believe, in good faith, will best promote the success of the Group and its subsidiaries. The following considerations are made in that context:
The Parent is primarily an investment holding entity with operational subsidiaries in the UK. The Directors have consistently made decisions they believe best support the long-term strategic and financial success of the Parent and its subsidiaries. While the Parent itself does not engage in trading activities, its subsidiaries are active in the UK market and continue to build on strengths in operational delivery, customer service, and stakeholder engagement.
The subsidiaries maintain strong relationships with suppliers, subcontractors, and customers. Customer satisfaction remains a core priority, and the Directors encourage the operating companies to uphold high standards of quality workmanship and deliver a first-class, personalised service aligned with clients’ goals.
Although the Parent does not employ staff directly, the subsidiaries do. The Directors are committed to supporting employee wellbeing, health, and safety across the wider Group. Employees are encouraged to foster a safe, incident-free work environment and are supported through ongoing training and development initiatives led by experienced managers and directors.
Environmental and social responsibility are important components of the Parent’s overall sustainability strategy. While the Parent’s own activities have minimal environmental impact, the operating subsidiaries are fully committed to minimising their environmental footprint, optimising environmental performance, and addressing the risks and opportunities presented by climate change. The Parent has not been subject to any environmental fines to date.
The subsidiaries also contribute to local communities by engaging local supply chain partners, employing local labour, and investing in future talent. This includes robust staff development programmes that support long-term career growth and help ensure continuity of quality and values across projects.
The Directors adopt a long-term strategic view in their decision-making, balancing short-term performance with sustainable value creation. In managing stakeholder relationships, the Directors acknowledge that competing interests may arise. Open dialogue and stakeholder feedback are encouraged to ensure that decisions are well-informed, responsible, and aligned with the Parent’s commitment to professionalism, integrity, and high standards of business conduct.
Conclusion
The directors of Faircloth Holdings Limited believe that they have fulfilled their duties under Section 172 of the Companies Act 2006 during the financial year. Collectively, they remain committed to promoting the long-term success of the Group and its subsidiaries while continuing to consider the interests of all relevant stakeholders in their decision-making processes.
On behalf of the board
The Directors present their annual report and financial statements of the Company and the Group for the year ended 30 November 2024.
The results for the year after taxation are shown on the Statement of Comprehensive Income of the financial statements. Further commentary is given in the Strategic Report.
Ordinary dividends were paid amounting to £372,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Group's principal financial instruments comprise of debtors, creditors and bank balances. The main purpose of its financial instrument is to finance the Group's operations.
The financial risk management objectives & policies and information on exposure to various risks are described in detail in Principal risks and uncertainties section in the Strategic Report.
The most significant risk identified by the Group is an increase in costs as a result of inflation, the Ukrainian war, and rising energy costs. To reduce risk, a deliberate and controlled negotiation with Clients was carried out to recover increased costs in the short and long term.
In respect of bank balances, the liquidity risk is managed by managing working capital between payment to suppliers and receipts from debtors. Funds are maintained to maximise cash whilst not impacting on the immediate financial needs of the Group.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.
Liquidity risk in respect of creditors is managed by ensuring sufficient funds are available to meet amounts due.
The Group's strengths, credit, and relationships with suppliers and subcontractors are all growing. In negotiating ongoing and future contracts, the Directors continue to prioritise customer relationships. The Directors' primary responsibilities include the interests of all employees, their health and safety, workplace safety, and well-being.This is described in detail in Section 172 statement section in the Strategic Report.
As part of the group restructuring, one of the subsidiary companies, Fox Holding Sussex Limited, was dissolved on 13 May 2025.
Future developments are described in detail in Future developments section in the Strategic Report.
Streamlined Energy and Carbon Reporting
During the year the Group engaged with a RICS regulated property energy consultancy firm to prepare a report for the Company’s SECR reporting requirements. Base data was provided to the consultancy firm and Defra (2024) Conversion Factors were used in line with Environmental Reporting Guidelines (2019) to calculate the Group's energy usage. Gas usage data was collated from invoices totalling 41,248.10 KwH and the 2024 Defra conversion factor used (0.18449kgCO2e/kWh) for natural gas supplied by the UK grid. Electricity usage data was collated for all sites from invoices, which totalled 23,543.10 KwH and the 2024 Defra conversion factor used (0.20705 kgCO2e/ kWh). Business mileage from Group and employee-owned vehicles over the year was provided to the consultancy firm in the form of a data requirements spreadsheet (business mileage – Group pool car and employee car sheets). Carbon emissions were calculated from ‘litres used’ data. Defra 2024 conversion for “Diesel (average biofuel blend)” is 2.51279 kgCO2e /litre and there are 10.70665 kWh/litre. Defra 2024 conversion for “Petrol (average fuel blend)” is 2.51279 kgCO2e /litre and there are 9.515 kWh/litre. Other fuels were collected through supplier invoices. Group continued to avoid use of red diesel and kerosine and instead opted to utilise White Diesel, which has a lower carbon factor per litre of consumption. It can also be attributed to more careful and sustainable use of fuels by staff, following extensive training and implementation of stricter internal environmental policy. Defra 2024 conversion for “Diesel (average biofuel blend)” is 2.51279 kgCO2e /litre and there are 10.70665 kWh/litre.
A substantial proportion of our emissions are generated from road travel. As there are projects across the Southeast and beyond, van sharing is promoted/encouraged. When practical, overnight accommodation is provided. Driver awareness training is provided to encourage safer, more efficient driving. The Group has deployed the latest EURO 6 vehicles with start-stop fuel saving. We promote environmental awareness, including information posters on all sites. All welfare units on site have PIR controlled heating systems to reduce energy usage, and all machinery is regularly serviced to maintain maximum efficiency.
Emissions are analysed as follows:
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £100,000 turnover, the recommended ratio for the sector.
We have audited the financial statements of Faircloth Holdings Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 November 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the group financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Detection of 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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the group and parent company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Neither the group nor the parent company informed us of any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the group and parent company. We determined that the following were most relevant: FRS 102, Companies Act 2006, health and safety.
We considered the incentives and opportunities that exist in the group and parent company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the group and parent company, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, including revenue recognition on construction contracts and provisions for litigation, onerous contracts, remedial work and warranty work.
Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
Testing key revenue lines, in particular cut-off, for evidence of management bias.
Obtaining third-party confirmation of material bank balances.
Documenting and verifying all significant related party and consolidated balances and transactions.
Reviewing documentation such as the group board minutes for discussions of irregularities including fraud.
Testing all material consolidation adjustments.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,685,780 (2023 - £3,116,524 profit).
Faircloth Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Old Library, Dudley Road, Tunbridge Wells, Kent, United Kingdom, TN1 1LE.
The group consists of Faircloth Holdings Limited and all of its subsidiaries. The nature of the group’s principal activities and its operations are set out in the Directors' Report and Strategic Report.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
These financial statements have been prepared using the historical cost convention. The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £1.
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.
In these financial statements, the Group has applied the exemptions available under FRS102 in respect of the following disclosures:
The Parent Company has taken advantage of the exemption in section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures.
Related party transaction notes - The Company and the Group only discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with its parent or with members of the same group that are wholly owned.
Disclosures in respect of the compensation of key management personnel – The Company and the Group have taken the advantage of the exemption from the requirements to disclose key management personnel when the key management personnel and directors are the same.
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Faircloth Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 November 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The financial statements have been prepared on a going concern basis. When making their assessment, the Directors considered the current economic conditions, which included supply chain constraints, price inflation, an increase in the cost of living, and wider uncertainties resulting from the effects of European hostilities. The Directors will continue to monitor all of these issues and, where possible, take action to mitigate their effects. The Directors have a reasonable expectation that the Group will have adequate resources to continue for the foreseeable future at the time of approving the financial statements for the following reasons:
The Group has a strong and growing order book which will provide a pipeline of secured work over the going concern assessment period.
There continues to be strong underlying demand in commercial constructions in the UK.
The Group has sufficient internally generated cash resources to meet its liabilities as they fall due for the next 12 months from the date of approval of these financial statements.
Thus, the Directors continues to adopt the going concern basis of accounting in preparing the financial statements.
Turnover represents the value of work done during the year net of value added tax. The value of work done is calculated as the certified work, plus the amount anticipated to be certified, adjusted for over and under measure. As described in more detail in the Construction contract note 1.9, revenue and costs are recognised by reference to the stage of completion of construction contracts where it can be reliably measured.
Where the cost of the business combination exceeds the fair value of the group’s interest in the assets, liabilities and contingent liabilities acquired, negative goodwill arises. The group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
All financial assets and liabilities are initially measured at transaction price.
Non-current debt instruments, which meet the conditions set out in paragraph 11.9 of FRS 102, are subsequently measured at amortised cost using the effective interest method.
Debt instruments that have no stated interest rate and are classified as payable or receivable within one year and which meet the above conditions are initially measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
Impairment of financial assets
Financial assets
Financial assets are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the profit and loss account. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying value does not exceed what the carrying value would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.
Financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense for the period comprises of current and deferred tax and is recognised in the profit & loss account.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and tax on acquisition. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Retention
Retention income is recognised once there is sufficient certainty over the probability it will be received and the amount to be received can be measured reliably.
Retention expense is recognised when it is paid.
Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
Estimates and judgements 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 Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.
The judgements estimates and assumptions that have a significant risk of causing a material adjustment to the income and expenses and the carrying amounts of assets and liabilities within the next financial year are addressed below.
The Group’s accounting for contract and margin recognition policies, which are set out in note 1, are central to how the Group values the work it has carried out in each financial year. Contract accounting requires estimates to be made and in many cases these contractual obligations span more than one financial period.
These policies require forecast to be made of the outcome of the construction obligations which require both estimates and judgements to be made of both cost and income recognition on each contract. No margin is recognised until the outcome of the contract can be estimated with reasonable certainty. On the cost side, estimates of budgeted and irrecoverable costs are made on each contract in addition to potential costs to be incurred for any maintenance and defects liabilities. On the income side, estimates and judgements are made on variations to consideration which typically include variations due to changes in scope of work, recoveries of claim income from customers, and potential liquidated damages that may be levied by the customers.
These income and costs may be affected by a number of uncertainties that depend on the outcome of future events and may need to be revised as events unfold and uncertainties are resolved.
The recoverability of debtors especially trade debtors, accrued income, retentions and gross amount due from
customers for contract work, are regularly reviewed in the light of the available economic information specific
to each receivable and specific provisions are recognised for balances considered to be irrecoverable.
Provisions are liabilities of uncertain timing or amount; therefore in making a reliable estimate of the quantum and timing of liabilities, judgement is applied and re-revalued at each reporting date. The range of potential outcomes as the result of uncertain future events could result in a materially positive or negative impact on profit or loss and cash flow.
More specifically on the Group’s provision for onerous contract, a provision is made for all known or expected losses on individual contracts once such losses are foreseen.
The Group also sets aside provisions for remedial and warranty work for any liabilities arising due to defects over the latent defect period stated in the contract. The provision for remedial work reflects the present obligation to rectify the work defects on completed contracts in order to recover retentions withheld by customers. In the year ended 30 November 2024, the provision for remedial works has been estimated to be 10% of total retentions outstanding (2023:10%). The provision for warranty work reflects the present obligation to rectify the work defects on completed contracts within the warranty period, which can be up to 12 years after completion. A provision for warranty work is only recognised when a reliable estimate can be made.
The Group recognised provisions of £1,254,559 (2023 £272,431). Please refer to Provisions for liabilities note 18.
The Group also considers Going Concern as a significant area of judgement and has included specific disclosure in relation this within note 1.3.
An analysis of the group's turnover is as follows:
All turnover arose from trading activities within the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1 ).
There is no directors' remuneration paid by the Company.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The rate of tax increased from 19% to 25% on 1 April 2023.
Goodwill arising on consolidation is being amortised over the Directors' estimate of its useful life of 10 years.
This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.
Details of the company's subsidiaries at 30 November 2024 are as follows:
Included in other debtors is amount due from customers for contract work of £2,103,989 (2023: £871,803).
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Included in other creditors is amount due to customers for contract work of £3,346,966 (2023 £1,637,023).
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Provision for litigation
The existing litigation provision was utilised during the year to cover the related costs. No additional provision was raised during the period.
Provision for onerous contract
When it is probable that the total contract costs will exceed the total contract revenue on construction contracts, the Group recognises the expected losses as an expense immediately with a corresponding provision for losses. These provisions are expected to be utilised within one year after the balance sheet date. The provision for onerous contracts was £917,752 (2023 £Nil) as at the balance sheet date.
Provision for remedial work
The Group has a present obligation to rectify the work defects on completed contracts in order to recover retention withheld by customers. These provisions are expected to be utilised within two years after the balance sheet date.
Provision for warranty
The existing warranty provision was utilised during the year to cover the required warranty-related costs. No additional provision was raised during the period.
The above provisions are made when a reliable estimate can be made based on the management's best estimate of known loss making contracts, remedial work, defects and warranties on contracts and legal actions.
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon:
The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. At the year end £66,558 (2023 £21,826) was payable to the scheme and is included in creditors.
The type A ordinary shares have full voting rights with dividend participation and rights to participate in capital distribution, including on winding up.
The type B ordinary shares are non-voting shares with dividend participation and rights to participate in capital distribution once a hurdle is reached. The type B ordinary shares are not redeemable.
On the 7 August 2024, the company issued 2 type B ordinary shares of £1.
The merger relief reserves have arisen on a past business combination that was accounted under section 612 of the Companies Act 2006 when shares were issued in consideration for the shares of the acquired subsidiary.
Called up share capital reserve represents the nominal value of the shares issued.
Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
Company:
The Company previously granted a fixed and floating charge over all its assets to its bankers in relation to a loan granted to a fellow group company. These charges, relating to the holding company, have been satisfied during the year.
Group:
Financial commitments and guarantees
Performance guarantees were provided by the bank to customers covered by indemnities given to the bank. The amount of the financial guarantee contract is £3,475,932 (2023 £3,237,950).
Contingent liabilities
The Group's provisions have been made for the Directors' best estimate of known legal claims, remedial & warranty for any defects work and contract losses. No provision is made where the Directors consider, based on legal advice and past practice that the claims or action are unlikely to succeed or that the Group can not make a sufficiently reliable estimate of the potential obligations.
Charges
The Group's bankers also hold a fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, uncalled capital, buildings, fixtures, fixed plant and machinery.
At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
There are no operating lease commitments for the Company.
As part of the group restructuring, one of the subsidiary companies, Fox Holding Sussex Limited, was dissolved on 13 May 2025.
Company:
Related Party's Limited Liability Partnership
At the end of the year there was an amount of £1,156,710 (2023 £1,156,710) owed by a limited liability partnership (LLP) of which a Director is also a Member of the LLP. The loan is interest free and repayable on demand.
Family Members of the Director
At the end of the year there was a total amount of £111,916 (2023 £111,916) owed from a Director and family member of a Director. The loans are interest free and repayable on demand.
Director
During the year the Company declared a dividend payment of £372,000 (2023 £194,638) to a Director who is also the ultimate controlling party of the Company and the Group as explained in Controlling party note 27. The amount due to the Director at the year end is £Nil (2023 £50,000). The loan is interest free and repayable on demand.
Group:
Related Party's Group
During the year the Group invoiced construction work of £Nil (2023 £69,750) and received services amounting to £135,463 (2023 £119,348) to and from a company owned by a family member of the Director. At the end of the year, outstanding amount owed by the Group was £17,633 (2023 £11,524).
At the end of the year an outstanding amount due to the Group of £449,753 (2023 £437,201) was from a company of which a Director is also a director and the ultimate controlling party of that company. There was an increase in the amount due to new advances in the year. The loan is interest free and repayable on demand.
During the year the Group invoiced construction work of £7,673 (2023 £4,546) and paid rent of £11,031(2023 £nil) to a company of which some of the Directors and their family are also the directors and the ultimate controlling party of that company. At the end of the year the outstanding amount due to the Group was £4,683,504 (2023 £1,183,504). The loan is interest free and repayable on demand.
At the end of the year there was an amount of £1,156,710 (2023 £1,156,710) owed by a limited liability partnership (LLP) of which a Director is also a Member of the LLP. The loan is interest free and repayable on demand.
At the end of the year there was a total amount of £111,916 (2023 £111,916) owed from a Director and family member of a Director. The loan is interest free and repayable on demand.
During the year the parent company declared a dividend payment of £372,000 (2023 £194,638) to a Director who is also the ultimate controlling party of the Group as explained in Controlling party note 27. The amount due to the Director at the year end is £Nil (2023 £50,000). The loan is interest free and repayable on demand.
Pension Scheme
The Directors who are members of the Faircloth family are the Trustees and the Members of an independently administered Pension Scheme. During the year the Group invoiced interest on a loan of £2,533 (2023 £2,427) to the Pension Scheme. The Pension Scheme charged office rent of £38,000 (2023 £32,000) to the Group. At the end of the year the amount due to the Group was £23,745 (2023 £57,575). The loan is repayable on demand.
There are no restrictions over the use of the cash and cash equivalents balances which comprises cash at bank and in hand.