ACCOUNTS - Final Accounts preparation

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

As restated

Registered number: 12094557

KNOWLES HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

KNOWLES HOLDINGS LIMITED

COMPANY INFORMATION

Directors	R E Knowles
	M D Knowles
	P J Kilbane
	A T Mortimer (appointed 8 January 2025, resigned 12 July 2024)
	M E MacDonald Johnston
	A P Nixon


Company secretary	M D Knowles


Registered number	12094557


Registered office	12th Floor
	Capital House
	25 Chapel Street
	London
	NW1 5DH


Independent auditors	BKL Audit LLP
	Chartered Accountants & Statutory Auditors
	35 Ballards Lane
	London
	N3 1XW

KNOWLES HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 6
Independent auditors' report	7 - 11
Consolidated statement of comprehensive income	12
Consolidated statement of financial position	13 - 14
Company statement of financial position	15
Consolidated statement of changes in equity	16 - 17
Company statement of changes in equity	18
Consolidated statement of cash flows	19 - 20
Notes to the financial statements	21 - 47

KNOWLES HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 OCTOBER 2024

Introduction

The Knowles Holdings group of comprises, Knowles Construction Limited, K Plant Hire Limited and a number of land holding businesses, the most significant of which is, Henley Road Limited. The principal Holding’s business is Knowles Construction Ltd ("KCL"). KCL has 4 distinct divisions; “Structures”, undertaking specialist subterranean and complex structural works, “London Contracting” a complete contracting service in London, “Country Contracting” delivering major private residential new build and refurbishment projects in the Cotswolds and the Home Counties, and a dedicated ”Aftercare and Maintenance” service
The board’s aim is for the group to be the premier contracting business in the prime residential market in the South of England and the Midlands, offering a complete service proposition, from concept right through to the highest quality finishes and ongoing building aftercare. 2024 saw Knowles Construction successfully complete a number of major private residential new build and refurbishment projects in London and the country, including practical completion of one of the largest new build private residences in the UK.

Business review

KCL continues to create commercial opportunities for the group , notably for K Plant which successfully supports the construction business. K Plant also has a growing number of external clients and has been successful in targeting significant external growth, whilst still servicing KCL. The group’s in-house resources give far greater control over the delivery of our projects in, what continues to be, a volatile market. It is worth noting that there are no other construction groups in our market who have a comprehensive, long established, in-house subterranean and structures capability as well as offering a complete building, finishing and maintenance service.
The board remains focussed on profitable projects, seeking out opportunities which best suit the group’s unique combination of subterranean, structural, specialist building and finishes skills. The number of projects undertaken at any one time remains relatively constant, however, the business is actively looking to win selected higher value projects. This has resulted the company securing several very significant contracts. With the focus on profitable projects the board’s strategy is to “flex” turnover in response to opportunities in the market. The group has a good order book for 2024-2025 and beyond.

Page 1

KNOWLES HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 OCTOBER 2024

Principal risks and uncertainties

Financial Risk
Rising labour and material costs, the financial standing of our clients, subcontractors and suppliers in terms of their ability to discharge their obligations to us continue to be the principal risks faced by the group. The board controls these risks in several ways; the companies are selective in the type of work that they tender for in terms of the client, contract type, project size, location, complexity, profitability and contract duration. These criteria are constantly reviewed by the board to ensure that risks are mitigated.
Performance Risk
The group is committed to delivering contracts on time whilst maintaining the required levels of safety, quality, productivity and cost control , all of which lie at the core of our activities. To manage and control performance the group delivers its’ activities through a decentralised organisation that empowers key managers in all parts of the business. Strong processes and in-house resources are in place to support the management team including structural design, centralised procurement, administrative support, financial control and training.
Health & Safety
The board recognises the importance of the health and safety of all workers, sites and the public and operates policies to ensure that the risks associated with accidents and health are properly managed, controlled and reduced.
The Environment
The board recognises the importance of minimising the impact of all its’ activities on the environment and is proactively managing this with procedures to measure and manage outputs and to set targets for carbon reduction.

Financial key performance indicators

The businesses monitor their sales enquiries and track these through to tender/bid stage. The monitoring of sales forecasts and new business is on-going and reviewed on a regular basis to manage and balance in-house resources.
Performance against budget through turnover, margins and expenditure are all closely monitored with working capital management undertaken weekly across the group. KPI’s are in place throughout the businesses to quickly identify any issues requiring senior management attention. The board continually manages the exposure of the group companies, to price risk, credit risk, liquidity risk and cash flow risk.

Other key performance indicators

Innovation
The group businesses strive to provide innovative solutions to everyday problems on projects ranging from traditional construction to extremely complex structural schemes. The board is fully committed to continuous development and process improvement to ensure that Knowles continues to be competitive in the marketplace. We look to offer our clients and their advisors best value by maximising the benefits derived from researching new and emerging technologies and coupling these with established processes and techniques.

Page 2

KNOWLES HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 OCTOBER 2024

Directors' statement of compliance with duty to promote the success of the Group

The board continues to operate in ways that they consider are going to promote the success of the group for the benefit of all its stakeholders. The board is aware how important it is to consider the impact of their decisions on the long-term survival and success of the group and recognises that motivated, engaged employees are central to future success.
The board is focused on building strong, ongoing, relationships with all its suppliers and subcontractors and with all its clients and their professional teams. The businesses have a strong track record of repeat projects with its clients and their professional advisers and places an emphasis on long term relationships to maintain a steady flow of work into the businesses.

Recognising the impact of construction projects and subsidiary activities on both the environment and on the communities in which the companies work, Knowles Holdings has policies in place addressing carbon emissions and aims to, wherever possible, add value to the communities in which we work, through local employment and other community focussed initiatives.

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

A P Nixon

Director

Date: 29 October 2025

Page 3

KNOWLES 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 Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

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

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

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

∙make judgements and accounting estimates that are reasonable and prudent;

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

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

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

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £2,095,280 (2023 - £1,705,330).

The directors recommend that a dividend of £1,108,065 (2023: £660,000) is paid in the year.

Directors

The directors who served during the year were:

R E Knowles

M D Knowles

P J Kilbane

A T Mortimer (appointed 8 January 2025, resigned 12 July 2024)

M E MacDonald Johnston

A P Nixon

Future developments

The board sees a significant and ongoing demand for its full range of services in London and the Home Counties with an emphasis on significant private new-build residential projects and country house restoration, as well as commercial schemes in the luxury hospitality sector. Having successfully delivered several very large private residential new build and refurbishment projects in both London and the country, the group is now actively looking to extend its geographical reach.

Page 4

KNOWLES HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 OCTOBER 2024

Research and development activities

The board believes that adding value through excellent customer service is central to continued success and the group strives to improve through efficiencies and to maintain the highest standards, delivering value for money for our clients. The group businesses look to provide innovative solutions to everyday problems on projects ranging from traditional construction to extremely complex structural schemes. The group aims to offer our clients, partners and professional teams greater choice through a range of high value systems, products, and solutions.

Engagement with suppliers, customers and others

The board has continued to invest in relationships with key subcontractors, suppliers, clients and their professional advisors, seeing these relationships as the bedrock of the group businesses. This approach has generated significant word of mouth recommendations, resulting in the continued growth and expansion of the group.

Streamlined Energy and Carbon Reporting (SECR)

Energy Consumption
Energy type Quantity
Diesel (company fleet) 24,212.89 litres
Petrol (company fleet) 4,229.63 litres
Electricity (estimated) 122,500 kWh
Electricity usage has been estimated based on industry benchmarks (3,500 kWh per FTE per year), as the company operates from a serviced office and does not have direct access to electricity billing data.
Emissions Breakdown
Emissions have been calculated using the UK Government's 2024 GHG Conversion Factors for Company Reporting, published by the Department for Energy Security and Net Zero (DESNZ).
Emission Scope Source Emissions (tCO2e)
Scope 1 Diesel and petrol use in company fleet 70.43
Scope 2 Electricity 23.64
Total 94.08
Intensity Ratios
The following intensity ratios are used to normalise emissions relative to the size and activity of the company.
Intensity Metric Ratio
Emissions per employee (FTE) 2.69 tCO2e
Emissions per £m revenue 1.41 tCO2e
Energy Efficiency Action Taken
The directors will continue to comply with all relevant UK legislation while also taking steps to further understand the Scope 3 emissions currently excluded from the above disclosure.

Page 5

KNOWLES HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 OCTOBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

Under section 487 (2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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

A P Nixon

Director

Date: 29 October 2025

Page 6

KNOWLES HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES HOLDINGS LIMITED

Opinion

We have audited the financial statements of Knowles Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 October 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 October 2024 and of the Group's profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from 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 7

KNOWLES HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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.

Opinion 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 Group 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 Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

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

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

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

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

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

Page 8

KNOWLES HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, 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, the directors are responsible for assessing the Group's and the parent 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 the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 9

KNOWLES HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES HOLDINGS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

Our objectives 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 Auditors' report that includes our 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 Group financial statements.

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:

∙Enquiring of management and those charged with governance around actual and potential litigation and claims;

∙Enquiring of entity staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations;

∙Reviewing minutes of meetings of those charged with governance;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.

∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However,

Page 10

KNOWLES HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES HOLDINGS LIMITED (CONTINUED)

future events or conditions may cause the Company to cease to continue as a going concern.

∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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 Auditors' 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.

Nick Bishop FCA (Senior statutory auditor)

for and on behalf of

BKL Audit LLP

Chartered Accountants

Statutory Auditors

35 Ballards Lane

London

N3 1XW

29 October 2025

Page 11

KNOWLES HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 OCTOBER 2024

		As restated
	2024	2023
Note	£	£


Turnover	4	68,747,772	97,140,664
Cost of sales		(62,923,365)	(90,889,827)
Gross profit		5,824,407	6,250,837
Administrative expenses		(4,233,707)	(4,458,908)
Other operating income	5	672,400	880,160
Operating profit	6	2,263,100	2,672,089
Interest receivable and similar income		149,110	25,506
Interest payable and similar expenses		(328,378)	(386,110)
Profit before taxation		2,083,832	2,311,485
Tax on profit	10	10,964	(607,671)
Profit for the financial year		2,094,796	1,703,814

Profit for the year attributable to:
Non-controlling interests	(484)	(1,516)
Owners of the parent Company	2,095,280	1,705,330
	2,094,796	1,703,814

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

The notes on pages 21 to 47 form part of these financial statements.

Page 12

KNOWLES HOLDINGS LIMITED

REGISTERED NUMBER: 12094557

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 OCTOBER 2024

		As restated
	2024	2023
Note	£	£

Fixed assets
Tangible assets	12		3,714,698		2,191,907
			3,714,698		2,191,907
Current assets
Stocks	14	5,617,436		5,822,324
Debtors: amounts falling due within one year	15	13,701,238		12,523,962
Cash at bank and in hand	16	5,151,398		8,543,883
		24,470,072		26,890,169
Creditors: amounts falling due within one year	17	(13,207,206)		(16,321,067)
Net current assets			11,262,866		10,569,102
Total assets less current liabilities			14,977,564		12,761,009
Creditors: amounts falling due after more than one year	18		(3,030,923)		(1,811,303)
Provisions for liabilities
Deferred taxation	20	(390,873)		(401,837)
Other provisions	21	(2,164,698)		(2,143,530)
			(2,555,571)		(2,545,367)
Net assets			9,391,070		8,404,339

Capital and reserves
Called up share capital	22	100	100
Capital redemption reserve	23	10	10
Profit and loss account	23	9,893,076	8,905,861
Equity attributable to owners of the parent Company		9,893,186	8,905,971
Non-controlling interests		(502,116)	(501,632)
		9,391,070	8,404,339

Page 13

KNOWLES HOLDINGS LIMITED

REGISTERED NUMBER: 12094557

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 OCTOBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A P Nixon

Director

Date: 29 October 2025

The notes on pages 21 to 47 form part of these financial statements.

Page 14

KNOWLES HOLDINGS LIMITED

REGISTERED NUMBER: 12094557

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 OCTOBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	13		925		925
			925		925
Current assets
Debtors: amounts falling due within one year	15	25,775		34,975
Cash at bank and in hand	16	833		9,610
		26,608		44,585
Creditors: amounts falling due within one year	17	(22,765)		(18,250)
Net current assets			3,843		26,335
Total assets less current liabilities			4,768		27,260


Net assets			4,768		27,260

Capital and reserves
Called up share capital	22		100		100
Profit and loss account brought forward		27,160		(210)
Profit for the year		1,085,573		687,370
Other changes in the profit and loss account		(1,108,065)		(660,000)
Profit and loss account carried forward			4,668		27,160
			4,768		27,260

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A P Nixon

Director

Date: 29 October 2025

The notes on pages 21 to 47 form part of these financial statements.

Page 15


		KNOWLES HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 OCTOBER 2024

	Called up share capital	Capital redemption reserve	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 November 2023 (as previously stated)	100	10	14,077,633	14,077,743	(501,632)	13,576,111
Prior year adjustment - correction of error	-	-	(2,400,000)	(2,400,000)	-	(2,400,000)
Prior year adjustment - change in accounting policy	-	-	(2,771,772)	(2,771,772)	-	(2,771,772)
At 1 November 2023 (as restated)	100	10	8,905,861	8,905,971	(501,632)	8,404,339
Comprehensive income for the year
Profit for the year	-	-	2,095,280	2,095,280	(484)	2,094,796
Total comprehensive income for the year	-	-	2,095,280	2,095,280	(484)	2,094,796
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(1,108,065)	(1,108,065)	-	(1,108,065)
Total transactions with owners	-	-	(1,108,065)	(1,108,065)	-	(1,108,065)
At 31 October 2024	100	10	9,893,076	9,893,186	(502,116)	9,391,070

The notes on pages 21 to 47 form part of these financial statements.

Page 16


		KNOWLES HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 OCTOBER 2023

	Called up share capital	Capital redemption reserve	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 November 2022 (as previously stated)	100	10	10,978,786	10,978,896	(500,116)	10,478,780
Prior year adjustment - change in accounting policy	-	-	(3,118,255)	(3,118,255)	-	(3,118,255)
At 1 November 2022 (as restated)	100	10	7,860,531	7,860,641	(500,116)	7,360,525
Comprehensive income for the year
Profit for the year	-	-	1,705,330	1,705,330	(1,516)	1,703,814
Total comprehensive income for the year	-	-	1,705,330	1,705,330	(1,516)	1,703,814
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(660,000)	(660,000)	-	(660,000)
Total transactions with owners	-	-	(660,000)	(660,000)	-	(660,000)
At 31 October 2023	100	10	8,905,861	8,905,971	(501,632)	8,404,339

The notes on pages 21 to 47 form part of these financial statements.

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KNOWLES HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 OCTOBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 November 2022	100	(210)	(110)
Comprehensive income for the year
Profit for the year	-	687,370	687,370
Total comprehensive income for the year	-	687,370	687,370
Contributions by and distributions to owners
Dividends: Equity capital	-	(660,000)	(660,000)
Total transactions with owners	-	(660,000)	(660,000)

At 1 November 2023	100	27,160	27,260
Comprehensive income for the year
Profit for the year	-	1,085,573	1,085,573
Total comprehensive income for the year	-	1,085,573	1,085,573
Contributions by and distributions to owners
Dividends: Equity capital	-	(1,108,065)	(1,108,065)
Total transactions with owners	-	(1,108,065)	(1,108,065)
At 31 October 2024	100	4,668	4,768

The notes on pages 21 to 47 form part of these financial statements.

Page 18

KNOWLES HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 OCTOBER 2024

				As restated
			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	2,094,796	1,703,814
Adjustments for:
Depreciation of tangible assets	1,068,445	330,750
Loss on disposal of tangible assets	91,126	-
Interest paid	328,378	386,110
Interest received	(149,110)	(25,506)
Taxation charge	(10,964)	607,671
Decrease/(increase) in stocks	199,486	(2,728)
(Increase) in debtors	(906,537)	(1,696,886)
(Decrease)/increase in creditors	(5,640,066)	1,412,100
Increase in provisions	21,168	1,609,903
Corporation tax (paid)	(271,474)	(596,898)
Net cash generated from operating activities	(3,174,752)	3,728,330

Cash flows from investing activities
Purchase of tangible fixed assets	(2,732,355)	(664,885)
Sale of tangible fixed assets	55,395	-
Interest received	149,110	25,506
HP interest paid	(8,063)	-
Net cash from investing activities	(2,535,913)	(639,379)
Cash flows from financing activities
Other new loans	1,750,000	-
Repayment of/new finance leases	1,996,560	98,049
Dividends paid	(1,108,065)	(660,000)
Interest paid	(320,315)	(386,110)
Net cash used in financing activities	2,318,180	(948,061)
Net (decrease)/increase in cash and cash equivalents	(3,392,485)	2,140,890

Page 19

KNOWLES HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 OCTOBER 2024

			As restated
		2024	2023
		£	£


Cash and cash equivalents at beginning of year	8,543,883	6,402,993
Cash and cash equivalents at the end of year	5,151,398	8,543,883

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	5,151,398	8,543,883
	5,151,398	8,543,883

The notes on pages 21 to 47 form part of these financial statements.

Page 20

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

1.	General information

Knowles Holdings Limited is a limited liability company incorporated in England & Wales.
The principal activity of the company is that of a holding company.
The principal activities of the subsidiaries include providing value-added construction services by creating successful partnerships throughout the construction process, property development, the construction of bespoke subterranean car garages for private clients and the leasing of construction and civil engineering machinery and equipment.
The Registered Office address is 12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

Information on the impact of first-time adoption of FRS 102 is given in note 31.

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

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

Information on the impact of first-time adoption of FRS 102 is given in note 31.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
These financial statements represent the consolidated group accounts of Knowles Holdings Limited, and reflect the results of the group for the year to 31 October 2024 based upon the following accounting policies:
Subsidiaries
Subsidiaries are entities in which the Group holds a majority interest and over which it has control.

2.3

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due.

Page 21

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

2.Accounting policies (continued)

2.4

Revenue

The Group recognises revenue when contractual performance obligations are satisfied, and control is transferred over a product or service to its customer. Revenue is measured based on the transaction price specified in a contract with a customer which includes fixed and variable consideration and excludes amounts collected on behalf of third parties. Where consideration is not specified within the contract and is therefore subject to variability, the Group estimates the amount of consideration to be received from its customer. Where consideration is variable, it is included in the transaction price only to the extent that it is highly probable that a significant reversal of revenue will not occur.
Where a modification to an existing contract occurs, the Group assesses the nature of the modification and whether it gives rise to a new contract or changes to an existing contract.
The Group does not have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a result, the Group does not adjust its transaction price for the time value of money.
The Group’s activities are wide ranging, and as such, depending on the nature of the product or service delivered and the timing of when control is passed onto the customer, the Group will account for revenue over time and at a point in time. Where revenue is measured over time, the Group uses the input method to measure progress of delivery.
Revenue is recognised as follows:

∙revenue from construction and services activities is recognised over time and the Group uses the output method to measure progress of delivery; and

∙revenue is recognised by the Group from the installation of specialist systems defined as provisional sums, where scope and pricing are refined during execution.

Construction and services contracts
When the outcome of individual contracts can be estimated reliably, contract revenue is recognised over time by reference to the measure of progress at the reporting date using the output method, based on surveys of work completed.
Costs are recognised as incurred, and revenue is recognised in proportion to the physical progress of the contract, as assessed through certified valuations or independent surveys.
Estimates of the final out-turn on each contract may include cost contingencies to reflect specific risks identified during the early stages of the contract. These contingencies are reviewed regularly and adjusted as necessary. However, due to the nature of construction risks, some may only be resolved at project completion.
The estimated final out-turns are continuously reviewed, and in certain cases, recoveries from insurers are assessed and recognised where appropriate.
No margin is recognised until the outcome of the contract can be estimated with reasonable certainty.
Provision is made for all known or expected losses on individual contracts as soon as they are foreseen.
Revenue in respect of variations to contracts and incentive payments is recognised only when there is an enforceable right to payment and it is highly probable that the amount will be agreed by the

Page 22

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

2.Accounting policies (continued)

2.4

Revenue (continued)

customer.
Variable consideration, including claims, liquidated damages, and is assessed on a contract-by contract basis and recognised only to the extent that it is highly probable that a significant reversal will
not occur. Profit includes the benefit of claims settled during the year, to the extent not previously recognised.
Revenue on specialists’ systems
Certain contracts include specialist systems that are defined as provisional sums, meaning their scope and cost are variable, are subject to constraint and subject to refinement as design and coordination progress.
Revenue recognition for these systems follows the same principles as the main construction contract, provided the performance obligations are satisfied over time and the customer benefits concurrently. Where scope or pricing is refined during execution, adjustments are made in accordance with FRS 102 ’s (2024) guidance on contract modifications and variable consideration.
Contract assets and liabilities
The Group recognises revenue based on surveys of work completed and bills customers upon receipt of certification. As the right to consideration for certified work is deemed unconditional at the point of certification, no contract asset is recognised. Instead, the amount due is recognised as a trade receivable.
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount is due). Contract liabilities are recognised as revenue when the Group performs under the contract.
Revenue recognised may differ from amounts billed and certified. Where goods or services transferred exceed billings, the difference is recognised as a contract asset. Where billings exceed goods or services transferred, the difference is recognised as a contract liability.

Page 23

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

2.Accounting policies (continued)

2.5

Leases

As a lessee, the Group assesses whether a contract is, or contains, a lease at the inception of a contract. A lease exists if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess if a lease exists, the Group assesses whether:
(i) the contract involves the use of an identified asset;
(ii) the Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout the lease term; and
(iii) the Group has the right to direct the use of the asset.
To determine if the contract involves the use of an identified asset, the Group exercises judgement to assess if the supplier has a substantive substitution right over the asset. An asset is not identified if it has been determined that the supplier has substantive substitution rights.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
The right-of-use asset is initially measured at cost and subsequently depreciated over the lease term.
The lease liability is measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, the Group’s incremental borrowing rate or the Group’s obtainable borrowing rate on a lease-by-lease basis.
The Group has elected to apply the practical expedient which allows the Group to use a single discount rate for a portfolio of leases with similar characteristics.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of less than 12 months and leases of low value assets. Instead, the Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Finance costs

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

Page 24

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

2.Accounting policies (continued)

2.8

Pensions

Defined contribution pension plan

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

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

2.9

Current and deferred taxation

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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

2.10

Tangible fixed assets

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

Page 25

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

2.Accounting policies (continued)

2.10

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Plant and machinery	-	25%
Motor vehicles	-	40%
Fixtures and fittings	-	25%
Office equipment	-	25%
Computer equipment	-	25%
Other fixed assets	-

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

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

2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.12

Cash and cash equivalents

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

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

Page 26

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

2.Accounting policies (continued)

2.13

Financial instruments

(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 Consolidated Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently m easured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and 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.

2.14

Dividends

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

Page 27

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of Group’s financial statements under FRS 102 (2024) requires management to make judgements, estimates and assumptions that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements:
(a) Revenue recognition on long term contracts
The Group’s revenue and margin recognition policies, as set out in Notes 2.4, require significant judgement in assessing the financial performance of long-term construction contracts. Judgement is applied in determining whether the outcome of a contract can be estimated reliably, and whether revenue should be recognised over time. This includes assessing the enforceability of rights to payment for variations, claims, and incentive payments, and evaluating whether it is highly probable that such amounts will not significantly reverse.
For cost-reimbursable contracts, judgement is required to assess the level of disallowable costs, determining whether such costs are recoverable under the terms of the contract and therefore eligible for revenue recognition.
Within the Group’s portfolio, a limited number of long-term involve significant judgement over contractual entitlements relating to recoveries of claim income from customers and suppliers, and liquidated damages levied by customers. These recoveries are recognised only when considered highly probable not to significantly reverse.
(b) Determination of lease term
The Group determines the lease term as the non-cancellable period of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease if it is reasonably certain not to be exercised.
As a lessee, the Group applies judgement in evaluating whether it is reasonably certain to exercise renewal or termination options embedded in lease contracts. This includes consideration of economic incentives, The Group reassesses the lease term if a significant event or change in circumstances occurs that is within its control and affects its ability to exercise, or not to exercise, the relevant option.
Estimates and assumptions
(a) Revenue recognition on long term contracts
The Group makes estimates in forecasting the outcomes of individual contracts, including total contract costs, income, and timing of recognition.
In respects of costs, estimates are made regarding the final out-turn of each contract, including potential costs associated with maintenance and defects liabilities. On the income side, estimates are made in respect of variations to consideration, including scope changes, recoveries of claim income, and potential liquidated damages.
These estimates are reviewed regularly throughout the life of each contract and adjusted where necessary

Page 28

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

3.Judgements in applying accounting policies (continued)

based on the latest available information.
Due to the level of uncertainty, the combination of cost and income variables, and the timing across a large portfolio of contracts at various stages of completion, it is impracticable to provide a quantitative analysis of the aggregated estimates applied at a portfolio level.
(b) Recovery of debtors
At each period end debtors are assessed for recoverability. If there are doubts over the recoverability of a debtor, a provision is made against the balance.

Provision of construction services	68,417,454	97,064,373
Plant hire	330,318	76,291
	68,747,772	97,140,664

All turnover arose within the United Kingdom.

5.	Other operating income
		2024	2023
		£	£

Other operating income	600,000	600,000
Rents receivable	72,400	81,160
Sundry income	-	199,000
	672,400	880,160

Page 29

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

	Exchange differences	25,498	(221)
	Other operating lease rentals	563	91,736

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements	15,000	12,000
Fees payable to the Company's auditors and their associates in respect of:
The auditing of accounts of subsidiaries of the Company	35,750	33,500
Accounts work for subsidiaries	13,545	12,500

Employees

		Group	Group
		2024	2023
		£	£


Wages and salaries	2,790,530	2,726,197
Social security costs	300,402	289,115
Cost of defined contribution scheme	85,506	93,989
	3,176,438	3,109,301

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Sales	31	20	-	-
Administrative	15	22	6	6

	46	42	6	6

Page 30

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	445,322	491,525
Group contributions to defined contribution pension schemes	64,738	64,275
	510,060	555,800

	During the year retirement benefits were accruing to 5 directors (2023 - 4) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £130,000 (2023 - £212,000).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).

Corporation tax
Current tax on profits for the year	-	785,894
Adjustments in respect of previous periods	-	(196,885)
	-	589,009

Total current tax	-	589,009

Deferred tax
Origination and reversal of timing differences	(10,964)	18,662
Total deferred tax	(10,964)	18,662


	Taxation on (loss)/profit on ordinary activities	(10,964)	607,671

Page 31

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

10.Taxation (continued)

Profit on ordinary activities before tax

2,083,832

2,311,485

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.5%)	520,958	520,084
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	11,110	11,332
Capital allowances for year in excess of depreciation	41,862	13,072
Utilisation of tax losses	-	(178,000)
Adjustments to tax charge in respect of prior periods	(692,943)	(196,885)
Unrelieved tax losses carried forward	117,472	-
Tax impact of prior year adjustment	-	462,041
Other differences leading to an increase (decrease) in the tax charge	(9,423)	(23,973)
Total tax charge for the year	(10,964)	607,671

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

11.	Dividends
		2024	2023
		£	£

Dividends paid on Ordinary A shares	766,667	466,667
Dividends paid on Ordinary B shares	57,088	-
Dividends paid on Ordinary C shares	284,310	193,333
	1,108,065	660,000

Page 32

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

12.	Tangible fixed assets
	Group

	Plant and machinery	Motor vehicles	Office equipment	Computer equipment	Right of use asset
	£	£	£	£	£
Cost
At 1 November 2023	2,562,600	275,765	150,245	83,075	205,457
Additions	2,671,200	55,985	2,640	2,530	-
Disposals	(156,309)	(165,354)	(105,784)	(29,125)	-
Transfers between classes	-	-	5,720	(318)	-
At 31 October 2024	5,077,491	166,396	52,821	56,162	205,457
Depreciation
At 1 November 2023	762,746	148,696	116,564	57,229	-
Charge for the year on owned assets	955,933	33,789	16,788	17,378	44,557
Disposals	(90,931)	(113,272)	(82,238)	(23,610)	-
At 31 October 2024	1,627,748	69,213	51,114	50,997	44,557
Net book value
At 31 October 2024	3,449,743	97,183	1,707	5,165	160,900
At 31 October 2023	1,799,854	127,069	33,681	25,846	205,457

Page 33

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

12.Tangible fixed assets (continued)

		Total
		£
	Cost
	At 1 November 2023	3,277,142
	Additions	2,732,355
	Disposals	(456,572)
	Transfers between classes	5,402
	At 31 October 2024	5,558,327
	Depreciation
	At 1 November 2023	1,085,235
	Charge for the year on owned assets	1,068,445
	Disposals	(310,051)
	At 31 October 2024	1,843,629
	Net book value
	At 31 October 2024	3,714,698
	At 31 October 2023	2,191,907

The Right of use asset relates to the lease of the head office of the Group. The Group has elected to early adopt the amendments to FRS 102 in respect of lease accounting, which introduce the right-of-use (ROU) model for lessees.

Page 34

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 November 2023	925
	At 31 October 2024	925

Page 35

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Knowles Construction Ltd	12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH	Ordinary	100%
Henleyroad Limited *	12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH	Ordinary	100%
Autocave Limited **	12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH	Ordinary	100%
Knowles Land Limited **	12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH	Ordinary	75%
Knowles Property Group Limited **	12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH	Ordinary	100%
Knowles Property Group 2 Limited **	12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH	Ordinary	100%
K Plant Hire Limited **	12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH	Ordinary	100%
K Piling Limited ***	12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH	Ordinary	100%
Knowles Waterproofing Limited ***	12th Floor, Capital House, 25 Chapel Street, London, NW1 5DH	Ordinary	100%

* indirect subsidiary
** subsidiaries taking advantage of the parent company guarantee exemption from preparing audited financial statements
*** dormant subsidiary

Page 36

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 October 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Knowles Construction Ltd	10,965,727	2,529,828
Henleyroad Limited *	(1,437,363)	(351,831)
Autocave Limited **	(623,061)	(14,471)
Knowles Land Limited **	(2,008,461)	(1,735)
Knowles Property Group Limited **	(36,345)	(18,065)
Knowles Property Group 2 Limited **	(245,486)	(18,930)
K Plant Hire Limited **	13,643	52,854
K Piling Limited ***	100	-
Knowles Waterproofing Limited ***	100	-

14.	Work in progress
		Group	Group
		2024	2023
		£	£

Stock	5,617,436	5,822,324
	5,617,436	5,822,324

Page 37

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

15.

Debtors

Group	Group As restated	Company	Company As restated
2024	2023	2024	2023
£	£	£	£


Trade debtors	2,749,452	1,846,577	-	-
Amounts owed by group undertakings	-	-	5,725	34,875
Other debtors	8,766,344	8,495,605	20,050	100
Prepayments and accrued income	2,185,442	2,181,780	-	-
	13,701,238	12,523,962	25,775	34,975

16.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	5,151,398	8,543,883	833	9,610
	5,151,398	8,543,883	833	9,610

17.	Creditors: Amounts falling due within one year
		Group	Group As restated	Company	Company As restated
		2024	2023	2024	2023
		£	£	£	£

Other loans	3,000,000	1,250,000	-	-
Trade creditors	5,758,244	8,949,525	7,765	730
Corporation tax	23,894	24,629	-	-
Other taxation and social security	250,270	263,495	-	-
Obligations under finance lease and hire purchase contracts	877,878	100,938	-	-
Other creditors	3,168,404	5,587,741	-	-
Accruals and deferred income	128,516	144,739	15,000	17,520
	13,207,206	16,321,067	22,765	18,250

The other loan falling due within one year is secured on the property in stock as well as a personal guarantee from two of the directors.

Page 38

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

18.	Creditors: Amounts falling due after more than one year
		Group	Group As restated
		2024	2023
		£	£

Bank loans	1,641,323	1,641,323
Net obligations under finance leases and hire purchase contracts	1,389,600	169,980
	3,030,923	1,811,303

The bank loan falling due after more than 5 years are secured against the Property to which they relate to and are due for repayment in 15 years. Interest is charged at 4.15% for the first 5 years and 4% + SONIA thereafter.

19.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2024	2023
		£	£

Amounts falling due within one year
Other loans	3,000,000	1,250,000
	3,000,000	1,250,000


Amounts falling due after more than 5 years
Bank loans	1,641,323	1,641,323
	1,641,323	1,641,323
	4,641,323	2,891,323

Page 39

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

20.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	(401,837)	(384,403)
Charged to profit or loss	10,964	(17,434)
At end of year	(390,873)	(401,837)

Company

	2024	2023

At end of year	-	-

The provision for deferred taxation is made up as follows:
	Group	Group
	2024	2023
	£	£

Accelerated capital allowances	(403,065)	(403,065)
Other short term timing differences	12,192	1,228
	(390,873)	(401,837)

21.	Provisions
	Group

		Other provisions
		£

	At 1 November 2023	2,143,530
	Charged to profit or loss	21,168
	At 31 October 2024	2,164,698

Page 40

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

22.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

9,000 (2023 - 9,000) A Ordinary shares of £0.01 each	90	90
900 (2023 - 900) B Ordinary shares of £0.01 each	9	9
100 (2023 - 100) C Ordinary shares of £0.01 each	1	1

	100	100

23.

Reserves

Capital redemption reserve

The capital redemption reserve is made up of the nominal value of the shares repurchased by a subsidiary company prior to the group reconstruction.

Profit and loss account

The profit and loss account is made up of all current and prior year profits and losses less dividends paid.

Page 41

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

24.	Prior year adjustment

Correction of an error
In the prior year, a loan totalling £2,400,000 was received from a client and miscategorised as sales. This has been correctly recategorised into other creditors in the comparative figure in these accounts.
The impact of this adjustment is to reduce sales, profit and net assets by £2,400,000.
Change in accounting policy
The directors have elected to early adopt the revised FRS 102 (2024), reflecting the significant amendments introduced. These changes mark a substantial evolution in accounting treatment and disclosure requirements, with particular emphasis on lease accounting and revenue recognition.
The revised FRS 102 allows early adopter certain exemptions from the retrospective application of certain requirements under the revised FRS 102. The Group has applied the following exemptions:
1. As part of the transitional provisions applied on first-time adoption of the revised FRS 102 (2024), the Company has elected to apply the derecognition principles prospectively from the date of transition. In accordance with this exemption, financial assets and liabilities derecognised under previous UK GAAP prior to the transition date have not been reinstated under FRS 102. Re-recognition has only occurred where a subsequent transaction or event meets the recognition criteria set out in Sections 11 and 12 of the standards. This approach ensures consistency with the retrospective application of recognition and measurement principles, while preserving the integrity of derecognition decisions made under legacy GAAP.
2. As part of the adoption of FRS 102 (2024), the Company has applied the transitional reliefs permitted in respect of revenue contracts. These reliefs include not restating contracts completed within a single reporting period or at the beginning of the earliest comparative period, using the transaction price at completion for variable consideration, and not retrospectively adjusting contract modifications prior to transition. In addition, prior period disclosures required under paragraph 23.137 have not been presented. These measures have been adopted to facilitate a practical and consistent transition from legacy UK GAAP.
3. As part of the transition to FRS 102 (2024), the Company has applied the practical expedients available for lease accounting. These include the application of hindsight in determining lease terms. These exemptions have been adopted to simplify implementation and ensure a consistent transition from previous UK GAAP.
Estimates
The estimates made as at 1 November 2022 and 31 October 2023 are consistent with those previously determined under old UK GAAP, subject to adjustments necessary to align with the revised accounting policies under FRS 102 (2024).
Further details on the early adoption of FRS 102 (2024) are presented in Note 31 to the accounts.

25.	Contingent liabilities

A company within the Group has an ongoing enquiry with HMRC relating to historic VAT returns. The directors are anticipating no material adjustment and so no amount has been included in the accounts relating to this enquiry.

Page 42

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

26.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £89,518 (2023: £93,989). Contributions totalling £8,835 (2023: £8,154) were payable to the fund at the reporting date and are included in creditors.

27.Other financial commitments

The Company forms part of a VAT group with other 100% controlled subsidiaries of Knowles Holdings Limited. The Company carries joint and several liability for all group VAT balances.

28.	Transactions with directors

Included within other debtors is a balance of £640,283 due from M Knowles. This is made up of an opening balance of £648,187, advances of £341,731, repayments of £373,544. This balance is unsecured with no repayment date. Interest of 2.25% is charged on this loan.
Included within other debtors is a balance of £459,655 due from R Knowles. This is made up of an opening balance of £411,994, advances of £421,205, repayments of £373,544. This balance is unsecured with no repayment date. Interest of 2.25% is charged on this loan.
Included within other debtors is a balance of £272,936 due from P Kilbane. This is made up of an opening balance of £263,071, advances of £370,842, repayments of £360,977. This balance is unsecured with no repayment date. Interest of 2.25% is charged on this loan.
Included within other debtors is a balance of £21,271 due from M MacDonald Johnston. This is made up of an opening balance of £5,520, advances of £15,751. This balance is unsecured with no repayment date. Interest of 2.25% is charged on this loan.

29.	Related party transactions
	Where possible, the company has taken advantage of the exemption within s33.1A of FRS 102 not to disclose related party transactions with other wholly owned group undertakings. The directors are considered key management and their salaries are disclosed in note 9 to the financial statements.

30.	Controlling party

The ultimate controlling party are R & M Knowles by virtue of their majority shareholding.

Page 43


		KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2024

31.	First time adoption of FRED 82 update
	The Group and Company have chosed to early adop the update to FRS 102 UK GAAP as at 1 November 2022. The impact of the transition to FRS 102 is as follows:
	Group
		As previously stated 1 November 2022	Effect of transition 1 November 2022	FRS 102 (as restated) 1 November 2022	As previously stated 31 October 2023	Effect of transition 31 October 2023	FRS 102 (as restated) 31 October 2023
	Note	£	£	£	£	£	£

Fixed assets	1,652,315	-	1,652,315	1,986,450	205,457	2,191,907
Current assets	29,208,167	(5,894,261)	23,313,906	31,356,857	(4,466,689)	26,890,168
Creditors: amounts falling due within one year	(17,770,057)	2,780,238	(14,989,819)	(20,122,808)	3,801,741	(16,321,067)
Net current assets	11,438,110	(3,114,023)	8,324,087	11,234,049	(664,948)	10,569,101
Total assets less current liabilities	13,090,425	(3,114,023)	9,976,402	13,220,499	(459,491)	12,761,008
Creditors: amounts falling due after more than one year	(1,693,615)	-	(1,693,615)	(1,641,323)	(169,980)	(1,811,303)
Provisions for liabilities	(918,030)	-	(918,030)	(403,065)	(2,142,302)	(2,545,367)
Net assets	10,478,780	(3,114,023)	7,364,757	11,176,111	(2,771,773)	8,404,338

Capital and reserves

10,478,780

(3,114,023)

7,364,757

11,176,111

(2,771,773)

8,404,338

Page 44

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

31.First time adoption of FRED 82 update (continued)

		As previously stated 31 October 2023	Effect of transition 31 October 2023	FRS 102 (as restated) 31 October 2023
	Note	£	£	£

Turnover	97,140,664	-	97,140,664
Cost of sales	(91,236,310)	346,483	(90,889,827)
	5,904,354	346,483	6,250,837
Administrative expenses	(4,458,908)	-	(4,458,908)
Other operating income	880,160	-	880,160
Operating profit	2,325,606	346,483	2,672,089
Interest receivable and similar income	25,506	-	25,506
Interest payable and similar charges	(386,110)	-	(386,110)
Taxation	(607,671)	-	(607,671)
Profit on ordinary activities after taxation and for the financial year	1,357,331	346,483	1,703,814

Explanation of changes to previously reported profit and equity:

Page 45

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

31.First time adoption of FRED 82 update (continued)

Prepayments and accruals

Following the adoption of FRS 102 (2024), which introduces a new revenue recognition model aligned with IFRS 15, the Group has reassessed its treatment of prepayments and accruals.

Under the previous standard, costs were recognised based on the stage of completion of a contract,which often resulted in the use of prepayments and accruals to reflect timing differences. The revisedstandard now requires costs to be recognised as incurred, unless they meet the criteria for capitalisation as contract assets.

As a result, COS-related prepayments and accruals that do not meet the updated recognition criteria
have been removed from the balance sheet. The corresponding adjustment has been posted to cost of sales, ensuring costs are matched with revenue as performance obligations are satisfied.

This adjustment has been reflected in the opening balance sheet at the transition date, in accordance with the transitional provisions of FRS 102 (2024).

Lease liabilities and Right of use assets

The adoption of FRS 102 (2024) introduces a new lease accounting model that replaces the previous distinction between operating and finance leases. Under the old FRS 102, many leases—particularly interest-free ones—were excluded from the balance sheet. Lease expenses were recognised on a straight-line basis, with no corresponding asset or liability

Under the revised Section 20, lessees must now recognise lease liabilities at the present value of future lease payments using either the incremental borrowing rate (IBR) or the newly introduced obtainable borrowing rate (OBR). A corresponding right-of-use asset is also recognised, reflecting the
lessee’s right to use the asset over the lease term.

This change results in the recognition of both lease liabilities and right-of-use assets on the balance sheet. The adjustment has been reflected in the opening equity position as part of the transition to FRS 102 (2024). It represents a remeasurement under the new standard, not a correction of error, and ensures that lease arrangements are accounted for in line with their economic substance.

Deferred tax adjustments

The transition to FRS 102 (2024) has resulted in changes to the recognition and measurement of prepayments, accruals, lease liabilities, and right-of-use assets. These changes have created new temporary differences and removed others, affecting the deferred tax position. Adjustments have been made to reflect the tax effects of these differences in the opening balance sheet, ensuring alignment with the revised accounting treatment and the transitional provisions of the standard.

Cost of Sales

The adoption of FRS 102 (2024) has led to a change in how cost of sales is recognised, moving from a stage-of-completion approach to recognition based on when costs are incurred. As a result, certain prepayments and accruals previously held on the balance sheet no longer meet the criteria for recognition and have been removed. The adjustment has been reflected directly in cost of sales, aligning expense recognition with the revised revenue model and ensuring consistency with the timing of performance obligations. This change has been accounted for in the opening balance sheet at the transition date.

Onerous contracts

Page 46

KNOWLES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

31.First time adoption of FRED 82 update (continued)

Page 47