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Financial Statements
Project Osprey Holdings Limited
For the year ended 31 October 2025





































Registered number: 15747841

 
Project Osprey Holdings Limited
 

Company Information


Directors
Peter Burnside (appointed 29 May 2024)
Vincent Corrigan (appointed 29 May 2024, resigned 22 December 2025)
Scott Bennett (appointed 22 December 2025)




Company secretary
Rhona Sittlington



Registered number
15747841



Registered office
St. Andrew's House
Portsmouth Road

Esher

Surrey

KT10 9TA




Bankers
Santander UK plc
2 Triton Square

Regent's Place

London

NW1 3AN





Metro Bank Plc

London

WC1B 5HA





 
Project Osprey Holdings Limited
 

Contents



Page
Group strategic report
1 - 7
Directors' report
8 - 10
Independent auditor's report
11 - 14
Consolidated statement of comprehensive income
15
Consolidated statement of financial position
16 - 17
Company statement of financial position
18
Consolidated statement of changes in equity
19 - 20
Company statement of changes in equity
21
Consolidated statement of cash flows
22 - 23
Consolidated analysis of net debt
24
Notes to the financial statements
25 - 49


 
Project Osprey Holdings Limited
 

Group strategic report
For the year ended 31 October 2025

The directors present the strategic report of the group and company for the year ended 31 October 2025.
The company was incorporated on 29 May 2024.
The principal activity of the company is to act as holding company to the Keltbray Group of specialist engineering and construction services companies which includes demolition and civil engineering, structural and geotechnical engineering, ground remediation & industrial decommissioning.
During  the  year,  a  number  of  non  trading  companies  were  consolidated  under  Keltbray  Holdings  Limited  and subsequently transferred outside the Group.

Overview
 
The Groups cash position was £19.3m at the year-end (2024: £20.6m) and at the Year End the Group had no net bank debt. The Group has access to a £30m Working Capital Facility (overdraft facility of £10m and a revolving credit  facility  of  £20m)  with  Metro  Bank  and  the  directors  believe  that  this  provides  the  Group  with  access  to sufficient liquidity for its requirements.
Operating  profit  for  the  year  was  £19.7m  (2024:  Loss  of  £1.9m).  Included  within  this  is  a  non   recurring  gain  of £14.4m  attributable  to  the release of intercompany debt following the corporate restructuring exercise mentioned above.

Health, Safety and Wellbeing

The Health, Safety and Wellbeing of the workforce remains the industry’s biggest challenge and the directors remain fully focused on ensuring it remains at the forefront of all that the Group does. We continue to work towards ensuring that everyone goes home safe after every working day and managing activities to mitigate against any longer-term health issues being created.
Every operations facing director now dedicates at least one specific period per month to engaging directly with our people and focusing specifically on their safety, health and wellbeing. Our workforce remains pivotal to all that the Group does, the directors have and will continue to invest in our people’s welfare and resilience, equipping them to keep themselves and those around them safe at all times.

Key performance indicators
 
The  directors  consider  the  key  performance  indicators  are  turnover  quality,  maintenance  of  operating  margins, control of working capital and cash, and reduction in health and safety incident rates. These are monitored at board meetings and for each business unit at monthly management meetings.

Page 1

 
Project Osprey Holdings Limited
 

Group strategic report (continued)
For the year ended 31 October 2025

Principal risks and uncertainties
 
Operational
The directors have in place delegated authorities for all business units to ensure commitments on behalf of the Group are made at the appropriate level. In the contracting businesses, which make up the majority of the turnover, new opportunities are assessed prior to acceptance of tender to ensure they represent an acceptable risk profile. 
Projects of large size or technical complexity are referred to the Executive Investment Panel committee for independent adjudication. During the tender process, risks are identified, and strategies adopted to manage them or reduce them to an acceptable level.
The directors are committed to maintaining the health, safety and wellbeing of its employees. Providing a healthy and safe working environment for its employees is a key part of this and this commitment is also an essential part of its risk management strategy to reduce the impact of any serious incident on the Group's reputational and financial status.
The Group has a satisfactory workload following a significant increase in work winning resources allocated to increase the level of awarded work as a percentage of turnover.
Financial
The Group's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The Group has in place risk management reviews that seek to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related finance costs. The current position of nil net bank debt has sufficiently reduced the Group’s financial risks.
Credit risk
The Group has a low exposure to credit risk due to its early involvement in the project cycle and has historically low level of bad debts. For the Group's contracting businesses new credit customers are assessed as part of the pre construction  and  tender  process  and  new  customers  are  approved  by  the  Group  Commercial  Director  or  Chief Financial Officer.
The Group has in place credit insurance on its three most important clients.
Liquidity risk
The Group is financed with appropriate long term and short-term finance to match the need of the business. The Group has finance facilities in place with Metro Bank (overdraft facility of £10m and a revolving credit facility of £20m) to fund capital expenditure and operating working capital.
There are no current plans to draw down the RCF, but this provides the Group with significant liquidity headroom to support future growth.
The directors will continue to monitor economic developments as they impact the company's marketplace and take appropriate mitigating action as needed. Nonetheless, the directors are confident that the actions taken, the strength of  its  client  base  and  the  strong  balance  sheet  will  enable  the  company  to  trade  through  the  current  economic climate.
The Group continues to operate our normal supply chain payment practices and is committed to be a responsible contractor in the current environment.
 
Page 2

 
Project Osprey Holdings Limited
 

Group strategic report (continued)
For the year ended 31 October 2025

Interest rate cash flow risk
The Group's hire purchase and lease financial liabilities bear interest at a fixed rate. The overdraft is drawn down at market rates and is repaid within the month.

Corporate Social Responsibility

Sustainability
As a key player developing and maintaining Britain's built environment, the directors' goal is to make a positive contribution to the world we live and work in and to be the best in our sector.
As a market-leading specialist engineering solutions provider, our ambition is to continue to position sustainability at the heart of what we do and in the solutions we provide to our clients, to ensure we run a profitable business with a commitment to helping society prosper. This is captured in the Group's core purpose: "To redefine the way sustainable development is delivered". Keltbray do this using a framework based on the three pillars of sustainability, including the generation of economic, social and environmental value, aligned to the UN Sustainability Goals, and Government Industrial Strategy sustainability targets.
Together with the safety and wellbeing of our people, our core sustainability objectives are to minimise our carbon footprint by reducing waste to landfill, optimising efficient energy and materials resources, and engaging proactively with the people who work at Keltbray and the communities that host us. 
We  firmly  believe  this  generates  mutual  value  for  our  customers  by  supporting  their  own  sustainability commitments,  whilst  enhancing  our  own  business  in  addressing  the  global  challenges  determined  by  the  UN Sustainable Development Goals. To this end we have committed to the achievement of the Net Carbon Zero by 2050, or sooner, through the application of the Science Based Targets initiative.
During the financial year, we made good progress in embedding our Group Sustainability and Social Value strategy across the Group, particularly in areas of employee wellbeing, carbon reduction, energy efficiency, product innovation, community relations, social engagement and responsible financial management. 
As part of the Company's commitment to achieving sustainable growth the directors work closely with employees and partners, such as customers and suppliers, as well as standard setting bodies, regulators and trade bodies.
In line with the Keltbray long term business plan, objectives are set annually in consultation with operational managers and the Keltbray Group Board. They are constructed to support our clients' priorities and optimising industry-leading standards.
The Managing Director of Keltbray's core operating business is responsible for legal and ethical compliance, and the implementation and monitoring of sustainable development performance. This is done with support from a centralised Health, Safety, Quality and Environment function and the Group-wide Training & Development function. Keltbray's performance is also independently audited to ensure governance and compliance with internal and external standards.
 
Page 3

 
Project Osprey Holdings Limited
 

Group strategic report (continued)
For the year ended 31 October 2025

Opportunities and diversity
The directors aim to provide a workplace where everyone is respected and treated fairly. The goal is also to promote training and development and engage positively with local communities and other stakeholders.
Employees are selected based on their 'can-do' attitude and ability to do the job irrespective of gender, sexual orientation, marital status, age, ethnic origin, religion or disability.
The Group is committed to widen the talent pool to tap into the real diversity that exists in this country, particularly in terms of female and ethnic minority capacity.
Environment
The directors are committed to minimising the impact our operations have on the environment, and continue to focus on optimising resources, improving air quality by reducing harmful emissions, reducing waste to landfill and championing environmental innovations.
Keltbray and its people have provided a range of support to local communities through the donation of training, offsetting CO2, volunteering and many fundraising initiatives. Working with organisations already embedded in the communities such as MOLA and SHP, Crash, St Marks Hospice, Lighthouse Club and other not for profit organisations, has helped us widen our impact.

Sreamlined Energy & Carbon Reporting
 
One of the most pressing sustainability issues of present time is climate change; we recognise that our operations form part of the problem and bold change is needed. We have therefore set Net Zero as our own organisational goal to realise the benefits for ourselves, and importantly, our customers.
Our pledge to reach Net Zero underpins all three pillars of sustainability and we recognise the need to move 'beyond zero' building a resilient business that puts the wellbeing of our teams, the natural environment and our stakeholder’s requirements at the heart of everything we do.
Keltbray has identified a series of actions to reduce emissions from its operational activities. These include decarbonising our fleet and plant/equipment by investing in new power trains and fuels.
We are not just investing in new equipment, but we are also assessing and changing the way we operate. A perfect example of this is the use of river barges instead of Heavy Good Vehicles (HGVs) to move material from projects using the UK's extensive waterways to reach our own remediation processing facilities.
Keltbray aims to improve energy efficiency in both its project delivery operations and its fixed buildings and depots. Fossil fuels are being replaced increasingly by renewable energy sources. Increased energy efficiency is vital to reducing our carbon footprint and the associated costs both within our own operations, as well as benefiting our customers, the end users and the local communities who host us when we deliver projects.
 
Page 4

 
Project Osprey Holdings Limited
 

Group strategic report (continued)
For the year ended 31 October 2025


2024 (Baseline Year)
2025
Emissions from activities for which the company own or control including combustion of fuel & operation of facilities (Scope 1) (tCO2e)
9,046.32
7,269.27
Emissions from purchase of electricity, heat, steam and cooling purchased for own use (Scope 2) (tCO2e)
438.27
174.18
Total gross Scope 1 & Scope 2 emissions  (tCO2e)
9,484.59
7,443.00
Total gross Scope 3 emissions (tCO2e)
154,344.44
7,443.45
Total gross emissions (tCO2e)
163,829.03
139,479.31
Intensity Ratios
Scope 1 and 2 (tCO2e/£1million)
24.42
21.65
Scope 3 (tCO2e/£1million)
397.39
405.64
Total emissions (tCO2e/£1million)
421.81
427.29
Energy consumption used to calculate above emissions (kWh)
42,142,333.42
35,314,421.39

Methodology
We  first  calculated  our  baseline  emissions  in  2023  and  selected  2019  as  the  baseline  year,  in  line  with  best practice at that time and to support our commitment to achieving Net Zero by 2050. However, this historic baseline  is  no  longer  representative  of  our  business  due  to  significant  organisational  changes,  including divestments and dissolutions. These changes have resulted in a substantially smaller organisational footprint, making previous emissions data unreflective of our current operations.
To  ensure  transparency  and  accuracy,  we  have  therefore  established  a  new  baseline  year  of  2024.  This represents  the  earliest  point at which our financial and operational boundaries can be clearly separated and our  emissions  accurately  reported  for  our  current  business  structure  across  Scope  1,  Scope  2  and  Scope  3 categories.  Our  reporting approach is consistent with the GHG Protocol Corporate Standard, applying the operational control boundary.
In  2025,  we  introduced  the  Gaia  carbon  accounting  platform  to  further  enhance  the  transparency  and robustness  of  our  reporting.  The  platform  calculates  our  Scope  1,  2  and  3  emissions  using  DEFRA/BEIS emission factors and supplier specific emissions data where available.
We  apply  a  hybrid  methodology  to  quantify  our  greenhouse  gas  emissions.  For  key  suppliers,  we  collect primary (supplier-level or product level) emissions data. For other categories, we supplement our assessment with  high  quality  secondary  data  using  an  extended  input–output  (EEIO)  method,  linking  financial expenditure  to  sector  level  average  emission  factors.  All  data  sources  are  processed,  quality  checked,  and consolidated within the Gaia platform. While spend based accounting is a valuable tool for screening Scope 3 emissions and identifying carbon hotspots, we recognise its limitations and are increasing our use of activity based and supplier specific data wherever feasible.
Our Scope 3 emissions have been calculated for all indirect emissions across categories 1a, 1b, 2, 3, 4, 5, 6, 7 and  8  of  the  Greenhouse  Gas  Protocol.  In  2025,  primary  quantity  data  were  collected  for  road  fuel,  plant fuel, electricity, and for key concrete suppliers.


Page 5

 
Project Osprey Holdings Limited
 

Group strategic report (continued)
For the year ended 31 October 2025

Section 172 Statement
 
Activities of the Main Board in 2025
Section 172 of the Companies Act 2006 requires a director of a Company to act in the way they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard, among other matters, to the:
1. Likely consequences of any decisions in the long term;
2. Interests of the Company's employees;
3. Need to foster the Company's business relationships with suppliers, customers and others;
4. Impact of the Company's operations on the community and environment;
5. Desirability of the Company maintaining a reputation for high standards of business conduct; and 
6. Need to act fairly as between members of the Company.
In discharging our section 172 duties, we have regard to the factors set out above. We also have regard to other factors that we consider relevant to the decision being made by providing guidance on the following areas:

Purpose and leadership
Board Composition
Director responsibilities
Opportunity and risk
Succession and Remuneration; and 
Stakeholders

We acknowledge that every decision we make will not necessarily result in a positive outcome for all of our stakeholders. By considering the Company's purpose, and values together with its strategic priorities and having a clear governance process in place for decision-making, we do however, aim to make sure that our decisions are consistent and predictable.
As is normal for large private companies, we delegate authority for day-to-day management of the Company to executives and then engage management in setting, approving and overseeing execution of the business strategy and related policies. We regularly review health, safety and environmental matters, financial and operational performance as well as other areas over the course of the financial year including the Group's business strategy, key risks, employee-related matters, diversity and inclusivity, corporate responsibility, governance, compliance and legal matters.
As a result of this we have had an overview of engagement with stakeholders and other relevant factors which allows us to understand the nature of the stakeholders' concerns and to comply with our section 172 duty to promote the success of the Company.
The following table provides examples of how the Directors have satisfied their duty under section 172 of the Companies Act 2006 to engage with our stakeholders in 2025:
 
Page 6

 
Project Osprey Holdings Limited
 

Group strategic report (continued)
For the year ended 31 October 2025



Duty to promote the success of the Company, with regard to:
Actions of the Board
The likely consequences of any decision in the long term
The company directors have co-operated with the Executive Board of the Group to develop a 5-year strategic plan for the Group and its subsidiaries.
  The company directors have been involved in the re-training of the Keltbray code of conduct which is designed to build a culture of long- term development rather than short term gains. This is supported by a comprehensive corporate governance system which has been implemented by the Group and which the company adheres to.  
The interests of the Company’s employees
The Company operates a comprehensive Health, Safety and wellbeing strategy for the company, including the continued support for the mental health first aid programme. The company adopts a policy of inclusion in all aspects of employment.
The need to foster the Company’s business relationships with suppliers, customers and others
The company has a Doing Business with Keltbray guide for suppliers and subcontractors which provides advice on how to develop a sustainable working relationship between the company and its suppliers. The company has adopted the Group sustainability policy and this includes guidance on how the company interacts with its stakeholders.
The impact of the Company’s operations on the community and the environment
The company adheres to the Group Environmental and sustainability policy. The company’s commitment to the environment is as set out inthe Keltbray website:
www.keltbray.com/sustainability.
The desirability of the Company maintaining a reputation for high standards of business conduct
The company is fully committed to the Groups Code of Conduct and corporate governance programme. These corporate governance guidelines are supported by detailed delegated authorities.
The need to act fairly between members of the Company
The company has a single ultimate shareholder who shares the group commitment to corporate governance and the code of conduct.


This report was approved by the board on 1 June 2028 and signed on its behalf.



Scott Bennett
Director

Page 7

 
Project Osprey Holdings Limited
 
 
Directors' report
For the year ended 31 October 2025

The directors present their report and the financial statements for the year ended 31 October 2025.

The  Company  was  incorporated  on  29th  May  2024,  and  this  is  the  first  period  in  which  statutory financial statements have been produced.

Directors' responsibilities statement

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

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


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

make judgements and accounting estimates that are reasonable and prudent;

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

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

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' reports may differ from legislation in other jurisdictions.

Principal activity

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

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £10,460,236 (2024 - loss £6,163,353).

Dividends of £275,120 were authorised and paid during the year (2024 - £11,690). 

Page 8

 
Project Osprey Holdings Limited
 

Directors' report (continued)
For the year ended 31 October 2025


Directors

The directors who served during the year were:

Peter Burnside (appointed 29 May 2024)
Vincent Corrigan (appointed 29 May 2024, resigned 22 December 2025)

Subsequent to the year end the following director was appointed:
Scott Bennett (appointed 22 December 2025)

Employee involvement

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

Employment of disabled persons

As per the Group's equal opportunity policy, all job applicants, employees and others who work for the Group will not be discriminated against in any of the equality grounds, to include disability.
The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by disabled persons. Where an existing employee becomes disabled, it is the Group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

Disclosure of information in the Group strategic report

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

Disclosure of information to auditor

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

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

Events after the reporting date

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, Grant Thornton (NI) LLP, was appointed during the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 9

 
Project Osprey Holdings Limited
 

Directors' report (continued)
For the year ended 31 October 2025

This report was approved by the board on 1 June 2028 and signed on its behalf.
 





Scott Bennett
Director

Page 10

 
 
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Independent auditor's report to the members of Project Osprey Holdings Limited
 

Opinion


We have audited the financial statements of Project Osprey Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group'), which comprise the Consolidated Statement of comprehensive income, the Consolidated and Company Statements of financial position, the Consolidated Statement of cash flows, the Consolidated and Company Statement of changes in equity for the financial year ended 31 October 2025, and the related notes to the financial statements, including a summary of  significant accounting policies.  

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion, Project Osprey Holdings Limited's financial statements:


give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Group's and the Company as at 31 October 2025 and of the Group financial performance and cash flows for the financial year then ended; and


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



Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. Our responsibilities under those standards are further described in the 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and  Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern



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

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

Our responsibilities, and the responsibilities of the directors, with respect to going concern are described in the relevant sections of this report.



Other matter


The 17 month period ended 31 October 2025 was the first accounting period of the Company since incorporation. Grant Thornton (NI) LLP were appointed as external statutory auditors for the 17 month period.
Page 11

 
 
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Independent auditor's report to the members of Project Osprey Holdings Limited (continued)




Other information


Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
the information given in the Directors' report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and 
the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements. 


Matters on which we are required to report by exception


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

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


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

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

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

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

Page 12

 
 
img24ca.png

Independent auditor's report to the members of Project Osprey Holdings Limited (continued)


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

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
 
In preparing the financial statements, management is responsible for assessing the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intend to liquidate the Group and Company or to cease operations, or has no realistic alternative but to do so.


Those charged with governance are responsible for overseeing the Group and Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements
 

The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Based on our understanding of the Group and Company and industry, we identified that the principal risks of non- compliance with laws and regulations to compliance with Data Privacy laws, and we considered the extent to which non-compliance  might  have  a  material  effect  on  the  financial  statements.  We  also  considered  those  laws  and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and compliance with UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance  with  the  laws  and  regulation.  We  evaluated  management's  incentives  and  opportunities  for  fraudulent manipulation  of  the  financial  statements  (including  the  risk  of  override  of  controls),  and  determined  that  the principal  risks  were  related  to  posting  inappropriate  journals  entries  to  manipulate  financial  performance  and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off unusual transactions.
 
Page 13

 
 
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Independent auditor's report to the members of Project Osprey Holdings Limited (continued)

We apply professional scepticism throughout the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/ inaccurate disclosures in the financial statements.
In response to these principal risks, our audit procedures included but were not limited to:

inquiries  of  management  on  the  polices  and  procedures  in  place  regarding  compliance  with  laws  and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
inspection of the Group’s regulatory and legal correspondence and review of minutes of Board meetings during the year to corroborate inquiries made;
gaining an understanding of the internal controls established to mitigate risk related to fraud;
discussion  amongst  the  engagement  team  in  relation  to  the  identified  laws  and  regulations  and  regarding  the manipulation of financial statements throughout the audit;
identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
challenging  assumptions  and  judgements  made  by  management  in  their  significant  accounting  estimates, including  estimating  an  allowance  for  the  recoverability  of  debtors,  useful  economic  lives  of  tangible  assets, carrying value of investments and long term contract revenue; and
review  the  financial  statement  disclosures  to  underlying  supporting  documentation  and  inquiries  of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.


The purpose of our audit work and to whom we owe our responsibilities
 

This report is made solely to the Company’s members, as a body, in accordance with chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.



 
 
Louise Kelly FCA (Senior statutory auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants &
Statutory Auditors
Belfast
Date: 1 June 2026
Page 14

 
Project Osprey Holdings Limited
 

Consolidated statement of comprehensive income
For the year ended 31 October 2025

2025
2024
Note
£
£

  

Turnover
 4 
343,851,842
624,499,763

Cost of sales
  
(298,710,378)
(554,140,003)

Gross profit
  
45,141,464
70,359,760

Administrative expenses
  
(45,255,375)
(65,615,645)

Exceptional administrative expenses
 14 
(1,131,353)
(12,752,657)

Other operating income
 5 
6,537,037
6,112,202

Exceptional other operating income
 6 
14,409,657
-

Operating profit/(loss)
  
19,701,430
(1,896,340)

Loss on sale of subsidiary
 17 
(1,438,228)
-

Interest payable and similar expenses
 11 
(1,909,568)
(6,044,700)

Other finance income
  
-
(161,922)

Profit/(loss) before taxation
  
16,353,634
(8,102,962)

Tax on profit/(loss)
 12 
(958,076)
(1,492,888)

Profit/(loss) for the financial year
  
15,395,558
(9,595,850)

Profit/(loss) for the year attributable to:
  

Non-controlling interests
  
4,935,322
(3,432,497)

Owners of the parent Company
  
10,460,236
(6,163,353)

  
15,395,558
(9,595,850)

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
4,935,322
(3,432,497)

Owners of the parent Company
  
10,460,236
(6,163,353)

  
15,395,558
(9,595,850)

All amounts relate to continuing operations.
There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 25 to 49 form part of these financial statements.

Page 15

 
Project Osprey Holdings Limited
Registered number:15747841

Consolidated statement of financial position
As at 31 October 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 15 
3,651,797
3,028,070

Tangible assets
 16 
27,443,012
28,363,835

Investments
 17 
-
501,321

  
31,094,809
31,893,226

Current assets
  

Stocks
  
1,592,772
1,750,225

Debtors: amounts falling due within one year
 19 
92,931,283
110,645,272

Cash at bank and in hand
 20 
19,321,957
20,630,102

  
113,846,012
133,025,599

Creditors: amounts falling due within one year
 21 
(77,626,014)
(97,117,720)

Net current assets
  
 
 
36,219,998
 
 
35,907,879

Total assets less current liabilities
  
67,314,807
67,801,105

Creditors: amounts falling due after more than one year
 22 
(8,131,491)
(23,862,253)

Provisions for liabilities
  

Other provisions
 26 
(5,233,792)
(5,000,000)

  
 
 
(5,233,792)
 
 
(5,000,000)

Net assets
  
53,949,524
38,938,852


Capital and reserves
  

Called up share capital 
 27 
27,271,200
27,271,200

Merger reserve
 28 
(10,571,199)
(10,639,316)

Profit and loss account
 28 
19,801,931
9,616,815

Equity attributable to owners of the parent Company
  
36,501,932
26,248,699

Non-controlling interests
  
17,447,592
12,690,153

  
53,949,524
38,938,852


Page 16

 
Project Osprey Holdings Limited
Registered number:15747841

Consolidated statement of financial position (continued)
As at 31 October 2025

The profit for the financial year of the parent company was £Nil.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 June 2028.




Scott Bennett
Director

The notes on pages 25 to 49 form part of these financial statements.

Page 17

 
Project Osprey Holdings Limited
Registered number:15747841

Company statement of financial position
As at 31 October 2025

2025
Note
£

Fixed assets
  

Investments
 17 
27,271,200

  
27,271,200

  

Total assets less current liabilities
  
 
27,271,200

  

  

Net assets
  
27,271,200


Capital and reserves
  

Called up share capital 
 27 
27,271,200

  
27,271,200


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 June 2028.


Scott Bennett
Director

The notes on pages 25 to 49 form part of these financial statements.

Page 18
 

Project Osprey Holdings Limited
 
 
 


Consolidated statement of changes in equity
For the year ended 31 October 2025



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


£
£
£
£
£
£


At 1 November 2024
27,271,200
(10,639,316)
9,616,815
26,248,699
12,690,153
38,938,852





Profit for the year
-
-
10,460,236
10,460,236
4,935,322
15,395,558

Total comprehensive income for the year
-
-
10,460,236
10,460,236
4,935,322
15,395,558


Dividends: Equity capital
-
-
(275,120)
(275,120)
(211,737)
(486,857)


Other movement
-
68,117
-
68,117
33,854
101,971



Total transactions with owners
-
68,117
(275,120)
(207,003)
(177,883)
(384,886)



At 31 October 2025
27,271,200
(10,571,199)
19,801,931
36,501,932
17,447,592
53,949,524



The notes on pages 25 to 49 form part of these financial statements.

Page 19  

 

Project Osprey Holdings Limited
 
 
 


Consolidated statement of changes in equity
For the year ended 31 October 2024



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


£
£
£
£
£
£


At 1 November 2023
27,271,200
(10,639,316)
13,989,816
30,621,700
13,936,254
44,557,954



Comprehensive income for the year


Loss for the year
-
-
(6,163,353)
(6,163,353)
(3,432,497)
(9,595,850)

Total comprehensive income for the year
-
-
(6,163,353)
(6,163,353)
(3,432,497)
(9,595,850)


Dividends: Equity capital
-
-
(11,690)
(11,690)
(23,310)
(35,000)


NCI release
-
-
4,643,963
4,643,963
(4,643,963)
-


Distribution of KISL
-
-
(2,841,921)
(2,841,921)
(1,412,452)
(4,254,373)


Other movement
-
-
-
-
8,266,121
8,266,121



Total transactions with owners
-
-
1,790,352
1,790,352
2,186,396
3,976,748



At 31 October 2024
27,271,200
(10,639,316)
9,616,815
26,248,699
12,690,153
38,938,852



The notes on pages 25 to 49 form part of these financial statements.

Page 20  
 
Project Osprey Holdings Limited
 

Company statement of changes in equity
For the year ended 31 October 2025


Called up share capital
Total equity

£
£


Shares issued during the year
27,271,200
27,271,200


Total transactions with owners
27,271,200
27,271,200


At 31 October 2025
27,271,200
27,271,200


The notes on pages 25 to 49 form part of these financial statements.

Page 21

 
Project Osprey Holdings Limited
 

Consolidated statement of cash flows
For the year ended 31 October 2025

2025
2024
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
15,395,558
(9,595,850)

Adjustments for:

Amortisation of intangible assets
(335,144)
283,117

Depreciation of tangible assets
9,430,498
11,110,085

Gain on financial assets at fair value
-
161,922

Gain on disposal of tangible assets
(2,625,801)
(4,376,820)

Tax on profit/(loss)
958,076
1,492,888

Regulatory provision
-
(6,250,000)

Changes in accruals and deferred income
13,533,001
(46,205,008)

Research & Development tax credit
(3,615,616)
(3,302,843)

Loss on disposal of investments
119,573
33,285

Gain on release of Interco debt
(14,409,657)
-

Changes in stocks
157,453
2,416,039

Changes in trade and other debtors
25,531,464
108,823,468

Changes in trade and other creditors
(41,353,898)
(72,778,188)

Corporation tax (paid)
(1,120,319)
(1,145,099)

Changes due to sale of subsidiary
13,765,037
-

Net cash generated from operating activities

15,430,225
(19,333,004)


Cash flows from investing activities

Purchase of intangible fixed assets
(288,584)
(893,322)

Purchase of tangible fixed assets
(10,832,328)
(13,059,825)

Sale of tangible fixed assets
4,948,454
5,958,282

Purchase of other investments
-
(38,308)

Net outflow on acquisition of subsidiary
-
14,585,112

Proceeds from sale of other investments
-
51,451

Net cash from investing activities

(6,172,458)
6,603,390

Cash flows from financing activities

Issue of ordinary shares
101,971
24,897,955

Repayment of borrowings
-
(22,000,000)

Repayment of/new finance leases
(4,640,629)
(2,950,420)

Payments to related parties
(5,540,397)
4,574,231

Payments to directors
-
(466,969)

Distribution
(486,857)
(4,289,372)

Net cash used in financing activities
(10,565,912)
(234,575)
Page 22

 
Project Osprey Holdings Limited
 

Consolidated statement of cash flows (continued)
For the year ended 31 October 2025


2025
2024

£
£



Net (decrease) in cash and cash equivalents
(1,308,145)
(12,964,189)

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

Cash and cash equivalents at the end of year
19,321,957
20,630,102


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
19,321,957
20,630,102

19,321,957
20,630,102


The notes on pages 25 to 49 form part of these financial statements.

Page 23

 
Project Osprey Holdings Limited
 

Consolidated Analysis of Net Debt
For the year ended 31 October 2025




At 1 November 2024
Cash flows
At 31 October 2025
£

£

£

Cash at bank and in hand

20,630,102

(1,308,145)

19,321,957

Finance leases

(16,915,019)

3,749,374

(13,165,645)


3,715,083
2,441,229
6,156,312

The notes on pages 25 to 49 form part of these financial statements.

Page 24

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

1.


General information

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

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The Company was incorporated on 29th May 2024, and this is the first period in which statutory financial statements have been produced.

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

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

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

The  parent  company  satisfies  the  criteria  of  being  a  qualifying  entity  as  defined  in  FRS  102.  As  such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

Disclosures in respect of financial instruments have not been presented
No cash flow statement or net debt reconciliation has been presented for the Company
No disclosure has been given for the aggregate remuneration of key management personnel

The financial statements are presented in Sterling (£).

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The Group has applied merger accounting to account for the group reconstruction completed during the year. The transaction is permitted for group reconstructions under FRS 102, as the combination involved entities under common control and did not constitute an acquisition in substance.  The results of acquired operations are included in the Consolidated statement of comprehensive. They are deconsolidated from the date control ceases. 

Page 25

 
Project Osprey Holdings Limited
 

Notes to the financial statements
For the year ended 31 October 2025

2.Accounting policies (continued)

  
2.3

Non-controlling interests

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

 
2.4

Going concern

The activities of the Project Osprey Holdings Limited Group, along with the factors that may affect its future performance and position are set out in the directors’ report.
The Group remains mindful of the economic and trading uncertainties resulting from macroeconomic and geopolitical conditions in the UK and overseas. While these factors have driven cost inflation and aggressive pricing behaviour across elements of the construction market, particularly among some main contractors, the Specialist Engineering sector is gradually emerging from these conditions.
This position is supported by the Group’s contract profile, which typically comprises shorter duration contracts and an increasing proportion of cost reimbursable arrangements within the overall portfolio. Keltbray’s robust governance over work winning activities has resulted in the Group continuing to bid selectively, including stepping away from opportunities that do not meet minimum margin requirements or  where  the  risk  profile  does  not  align  with  that  of  the  Group.  Taken  together  with  the  Group’s significant awarded workload, this provides a more resilient operating base and enables the directors to adopt a longer term view of the markets in which the Group chooses to operate.
The directors regularly review the Group’s working capital requirements through detailed monthly cash flow  forecasting,  quarterly  re  forecasting  and  annual  budget  scenario  planning.  Forecasts  have  been prepared for the period to 31 October 2028. These forecasts, while subject to the inherent uncertainties associated  with  forecasting,  indicate  continued  growth  in  turnover,  improved  margins  driven  by profitable trading, and stabilising levels of working capital investment.
As a response to the demand side uncertainty in some of the Group’s traditional markets, the Group has focused its work winning activities on those major projects, in both infrastructure and counter recessionary markets which provide a hedge against the more cyclical sectors.
Margins are forecast to increase modestly on a year on year basis over the forecast period. This reflects the continued strengthening of governance over tendering activities and the Group’s increased focus on infrastructure related markets, which are typically characterised by more stable risk profiles and returns.
The Group has prepared cash flow forecasts for the period from 31 October 2025 to 31 October 2028. Based  on  these  forecasts,  the  directors  consider  that  the  Group  has  sufficient  cash  reserves  and committed  finance  facilities  to  meet  its  financial  obligations  as  they  fall  due  and  to  remain  compliant with its quarterly financial covenants.


 
Page 26

 
Project Osprey Holdings Limited
 

Notes to the financial statements
For the year ended 31 October 2025

2.Accounting policies (continued)


2.4
Going concern (continued)

After  making  appropriate  enquiries  and  having  considered  the  factors  and  sensitivities  outlined  above under a range of scenarios, together with the Group’s diversified customer base and substantial level of awarded  work,  the  directors  have  a  reasonable  expectation  that  the  Group  has  adequate  resources  to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.5

Revenue

Turnover represents net invoiced sales of services, excluding value added tax. The majority of turnover is on long-term contracts. These contracts are assessed on a contract by contract basis and are reflected in  the  profit  and  loss  account  by  recording  turnover  and  related  costs  by  reference  to  the  stage  of completion at the reporting date. Where the outcome of each long-term contract can be assessed with reasonable  certainty  before  its  conclusion,  the  attributable  profit  is  recognised  in  the  profit  and  loss accounts as the difference between the reported turnover and related costs for that contract. Provision is made for all known or expected losses.
 For  the  plant  business,  turnover  represents  invoiced  sales  net  of value added tax in respect of hire of plant and haulage services. For the occupational health business, turnover represents services provided for medical assessments.
For the waste remediation and recycling businesses, turnover is recognised on receipt of waste and for sites that involve restoration and landscaping, turnover is recognised on importation of soils.
Revenue  from  the  rendering  of  services  is  measured  by  reference  to  the  stage  of  completion  of  the service  transaction  at  the  end  of  the  reporting  period  provided  that  the  outcome  can  be  reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

 
2.6

Operating leases: the Group as lessor

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

 
2.7

Sale and leaseback

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

Page 27

 
Project Osprey Holdings Limited
 

Notes to the financial statements
For the year ended 31 October 2025

2.Accounting policies (continued)

 
2.8

Finance costs

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

 
2.9

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.

 
2.10

Current and deferred taxation

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

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

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

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


 
2.11

 Exceptional items

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

Page 28

 
Project Osprey Holdings Limited
 

Notes to the financial statements
For the year ended 31 October 2025

2.Accounting policies (continued)

 
2.12

 Intangible assets

Goodwill

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

Other intangible assets

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

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

 The estimated useful lives range as follows:

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

 
2.13

 Tangible fixed assets

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

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

Page 29

 
Project Osprey Holdings Limited
 

Notes to the financial statements
For the year ended 31 October 2025

2.Accounting policies (continued)


2.13
 Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

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

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

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

 
2.14

 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.15

 Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

 Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 30

 
Project Osprey Holdings Limited
 

Notes to the financial statements
For the year ended 31 October 2025

2.Accounting policies (continued)

 
2.17

 Cash and cash equivalents

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

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

 
2.18

 Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

 Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

 Financial instruments

The  Group  only  enters  into  basic  financial  instrument  transactions  that  result  in  the  recognition  of financial  assets  and  liabilities  like  trade  and  other  debtors  and  creditors,  loans  from  banks  and  other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other  accounts  receivable  and  payable,  are  initially  measured  at  present  value  of  the  future  cash  flows and  subsequently  at  amortised  cost  using  the  effective  interest  method.  Debt  instruments  that  are payable  or  receivable  within  one  year,  typically  trade  debtors  and  creditors,  are  measured,  initially  and subsequently,  at  the  undiscounted  amount  of  the  cash  or  other  consideration  expected  to  be  paid  or received.  However,  if  the  arrangements  of  a  short-term  instrument  constitute  a  financing  transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short- term  loan  that  is  not  at  market  rate,  the  financial  asset  or  liability  is  measured,  initially  at  the  present value  of  future  cash  flows  discounted  at  a  market  rate  of  interest  for  a  similar  debt  instrument  and subsequently  at  amortised  cost,  unless  it  qualifies  as  a  loan  from  a  director  in  the  case  of  a  small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably; 
at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period  for  objective  evidence  of  impairment.  If  objective  evidence  of  impairment  is  found,  an
Page 31

 
Project Osprey Holdings Limited
 

Notes to the financial statements
For the year ended 31 October 2025

2.Accounting policies (continued)


2.20
 Financial instruments (continued)

impairment loss is recognised in the Statement of comprehensive income.
For  financial  assets  measured  at  amortised  cost,  the  impairment  loss  is  measured  as  the  difference between  an  asset's  carrying  amount  and  the  present  value  of  estimated  cash  flows  discounted  at  the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between  an  asset's  carrying  amount  and  best  estimate  of  the  recoverable  amount,  which  is  an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

  
2.21

 Loans & borrowings

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

  
2.22

 Hire purchase and finance leases

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

  
2.23

 Ordinary share capital

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

Page 32

 
Project Osprey Holdings Limited
 

Notes to the financial statements
For the year ended 31 October 2025

2.Accounting policies (continued)

 
2.24

 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.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates  and  judgements  are  required  when  applying  accounting  policies.  These  are  continually  evaluated and  are  based  on  historical  experience  and  other  factors,  including  expectations  of  future  events  that  are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future, which can involve a high degree of judgement  or  complexity.  The  resulting  accounting  estimates  will,  by  definition,  seldom  equal  the  related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
a) Allowances for impairment of debtors
The  Company  estimates  the  allowance  for  doubtful  receivables  based  on  assessment  of  specific  accounts where  the  Company  has  objective  evidence  comprising  default  in  payment  terms  or  significant  financial difficulty that certain companies are unable to meet their financial obligations. In these cases, judgement used was  based  on  the  best  available  facts  and  circumstances  including  but  not  limited  to,  the  length  of relationship.
b) Useful economic life of tangible assets
The  annual  depreciation  charge  for  tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They  are  amended  when  necessary  to  reflect  current  estimates,  based  on  future  investments,  economic utilisation and the physical condition of the assets.
c) Carrying value of investments
Investment  in  subsidiary  undertakings  is  measured  at  cost  less  accumulated  impairment.  Where  there  is  an indication of impairment the recoverable amount is estimated and compared with the carrying amount. The estimate  of  recoverable  amount  is  considered  in  light  of  the  trading  and  balance  sheet  strength  of  the subsidiary together with the director's best estimate of future performance of the subsidiary.
d) Long term contract revenue
Recognised  amounts  of  long  term  revenues  and  related  receivables  reflect  management’s  best  estimate  of each contract’s outcome and stage of completion. This includes the assessment of the profitability of ongoing contracts  and  the  order  backlog.  For  more  complex contracts in particular, costs to complete and contract profitability are subject to significant estimation uncertainty.

Page 33

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

4.


Turnover

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


2025
2024
£
£

Construction contracts and related services
343,851,842
624,499,763

343,851,842
624,499,763



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


2025
2024

£
£


Built Environment services
343,851,842
388,396,379

Infrastructure services
-
236,103,384


343,851,842
624,499,763


5.
Other operating income


2025
2024

£
£


Other operating income
2,921,421
2,809,359

Sundry income
3,615,616
3,302,843


6,537,037
6,112,202


6.
Exceptional other operating income


2025
2024

£
£


Gain on intercompany debt release
14,409,657
-


14,409,657
-

Page 34

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

7.


Operating profit/(loss)

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

2025
2024
£
£

Amortisation of intangible assets
(351,609)
283,117

Depreciation of tangible assets
9,430,499
11,110,085

Gains on disposal of tangible assets
(2,625,801)
(5,958,282)

Lease payments
3,587,435
3,839,044

Loss on disposal of investment
-
161,922


8.


Auditor's remuneration

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


2025
2024
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
145,925
177,000

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

Other non-audit related services
40,425
52,150


9.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
56,492,330
108,159,070

Social security costs
7,301,868
12,744,837

Other pension costs
1,365,325
2,425,230

65,159,523
123,329,137


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


        2025
        2024
            No.
            No.







Production staff
315
1,005



Administrative staff
471
1,077

786
2,082

Page 35

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

10.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
765,613
968,056

Group contributions to defined contribution pension schemes
1,417
1,321

767,030
969,377


The number of directors who accrued benefits under the companies pension plans was 2 (2024 - 2).
The highest paid director received remuneration of £390,764 (2024 - £).
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. The Directors of Keltbray Group Limited are deemed to be the key management personnel.


11.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
-
3,602,032

Loans from group undertakings
14,091
-

Finance leases and hire purchase contracts
891,256
1,030,622

Other interest payable
1,004,221
1,412,046

1,909,568
6,044,700

Page 36

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
1,282,975
79,454

Adjustments in respect of previous periods
(190,373)
1,666,545


1,092,602
1,745,999


Total current tax
1,092,602
1,745,999

Deferred tax


Origination and reversal of timing differences
(134,526)
(233,193)

Adjustments in respect of prior periods
-
(19,918)

Total deferred tax
(134,526)
(253,111)


Tax on profit/(loss)
958,076
1,492,888

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit/(loss) on ordinary activities before tax
16,353,634
(8,102,962)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
4,088,409
(2,025,741)

Effects of:


Expenses not deductible for tax purposes
363,000
3,591,793

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

Adjustments to tax charge in respect of prior periods
(190,388)
1,646,627

Chargeable gains
-
69,279

Movement in deferred tax not recognised
968,724
470,114

Non-taxable income
(4,866,209)
(825,711)

Other differences leading to a decrease in the tax charge
594,540
(1,342,325)

Total tax charge for the year
958,076
1,492,888

Page 37

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025
 
12.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Dividends

2025
2024
£
£


Dividends paid
275,120
11,690

275,120
11,690


14.
Exceptional items


2025
2024

£
£


Regulatory costs
-
12,752,657

Restructuring costs
1,131,353
-


1,131,353
12,752,657

Restructuring costs of £1.1m relate to redundancy costs incurred in the year.
Regulatory costs in the prior year relate to the settlement of claim and legal costs incurred of £12.8m. 


Page 38

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

15.


Intangible assets

Group and Company





Patents
Goodwill
Negative goodwill
Total

£
£
£
£



Cost


At 1 November 2024
2,388,486
11,163,995
(9,881,259)
3,671,222


Additions
288,584
-
-
288,584


Disposals
-
-
9,881,259
9,881,259



At 31 October 2025

2,677,070
11,163,995
-
13,841,065



Amortisation


At 1 November 2024
-
9,889,685
(9,246,533)
643,152


Charge for the year
16,466
283,117
(634,726)
(335,143)


On disposals
-
-
9,881,259
9,881,259



At 31 October 2025

16,466
10,172,802
-
10,189,268



Net book value



At 31 October 2025
2,660,604
991,193
-
3,651,797



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

Other  than  goodwill,  the  groups'  intangible  assets  relate  to  capitalisation  of  internal  and  external  costs associated  with  the  development  of  patents  and  trade  marks.  These  items  are  assessed  annually  for impairment and are amortised when brought into use. Amortisation is included in administrative expenses.

The Company has no intangible assets (2024: £nil).



Page 39
 

Project Osprey Holdings Limited
 
 
 

Notes to the financial statements
For the year ended 31 October 2025


16.


Tangible fixed assets


Group







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

£
£
£
£
£
£



Cost or valuation


At 1 November 2024
6,661,286
52,604,832
3,924,761
1,324,622
6,491,970
71,007,471


Additions
2,206,457
7,219,361
726,133
2,044
678,323
10,832,318


Disposals
(55,670)
(11,977,632)
(807,359)
-
(24,037)
(12,864,698)



At 31 October 2025

8,812,073
47,846,561
3,843,535
1,326,666
7,146,256
68,975,091



Depreciation


At 1 November 2024
3,033,768
31,608,372
2,353,200
1,249,805
4,398,491
42,643,636


Charge for the year
971,354
6,377,123
818,976
40,293
1,222,753
9,430,499


Disposals
(14,548)
(9,918,612)
(584,859)
-
(24,037)
(10,542,056)



At 31 October 2025

3,990,574
28,066,883
2,587,317
1,290,098
5,597,207
41,532,079



Net book value



At 31 October 2025
4,821,499
19,779,678
1,256,218
36,568
1,549,049
27,443,012



At 31 October 2024
3,627,518
20,996,460
1,571,561
74,817
2,093,479
28,363,835

The Company has no tangible fixed assets.

Page 40  
 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

           16.Tangible fixed assets (continued)

Finance leases and hire purchase contracts
Included within the carrying value of plant and machinery is £14.6m (2024: £20.1m) relating to assets held under finance lease or hire purchase agreements.


17.


Fixed asset investments

Group





Listed investments
Other fixed asset investments
Total

£
£
£



Cost or valuation


At 1 November 2024
1,712,240
764,630
2,476,870


Disposals
(1,712,240)
(119,573)
(1,831,813)



At 31 October 2025

-
645,057
645,057



Impairment


At 1 November 2024
1,330,492
645,057
1,975,549


Impairment on disposals
(1,330,492)
-
(1,330,492)



At 31 October 2025

-
645,057
645,057



Net book value



At 31 October 2025
-
-
-



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

Investments in subsidiary companies
On 21 June 2024, the company acquired 100% shareholding in Keltbray Group Limited by way of a dividend in specie.  On 31 October 2024, 33% of the shareholding was acquired by Keltbray (BE) Holdings Limited through the issue of £25m shares.

Listed Investments
At 31 October 2025, the market value of listed investments was £Nil (2024: £381,748).

Page 41

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025
Company





Investments in subsidiary companies

£



Cost or valuation


Additions
27,271,200



At 31 October 2025
27,271,200






Net book value



At 31 October 2025
27,271,200


Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Keltbray Group Limited
England and Wales
Holding company
Ordinary
67%

Page 42

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Keltbray Consulting and Engineering Limited
England and Wales
Holding company
Ordinary
100%
Keltbray Built Environment Limited
England and Wales
Demolition and civil engineering
Ordinary
100%
Keltbray Management Services Limited
England and Wales
Group services
Ordinary
100%
Keltbray Plant Limited
England and Wales
Supply of plant to the construction industry
Ordinary
100%
Keltbray Developments (Dundee) Limited
England and Wales
Dormant
Ordinary
100%
Hiper Pile Limited
England and Wales
Construction
Ordinary
100%
Hiper Energy Limited
England and Wales
Dormant
Ordinary
100%
Kerr Property Holdings Limited
England and Wales
Property investment
Ordinary
87.5%
Wentworth House Partnership Limited
England and Wales
Civil engineering design
Ordinary
100%
KML Occupational Health Limited
England and Wales
Undertaking of occupational health services
Ordinary
50%
Wentworth Construction & Engineering Services LLC
Dubai
Civil engineering design
Ordinary
100%
Cedarr Properties Limited
England and Wales
Property investment
Ordinary
100%
Kerr Prop Two Limited
England and Wales
Property investment
Ordinary
100%
Konstructive Recruitment Services Limited
England and Wales
Dormant
Ordinary
100%
Keltbray Electrification Plant Limited
England and Wales
Construction
Ordinary
100%
Keltbray Consult
Saudi Arabia
Construction
Ordinary
50%
Keltbray Ireland Limited
Republic of Ireland
Construction
Ordinary
100%

On  30  June  2025,  the  group disposed  of  the  share  capital  of  Keltbray  Holdings  Limited  for  £200  to Crumlin Capital Limited.  A loss on disposal of £1,438,228 was recorded.

Page 43

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

18.


Stocks

Group
Group
2025
2024
£
£

Raw materials and consumables
1,592,772
1,750,225

1,592,772
1,750,225


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


19.


Debtors

Group
Group
2025
2024
£
£


Trade debtors
25,977,290
30,862,100

Amounts owed by related parties
14,709,269
8,838,794

Other debtors
7,416,765
6,271,525

Prepayments and accrued income
5,423,347
5,238,854

Amounts recoverable on long-term contracts
38,267,558
58,433,108

Deferred taxation
1,137,054
1,000,891

92,931,283
110,645,272


Amounts owed by related parties are unsecured, interest free, and repayable on demand.
Included within other debtors is a balance of £2,565,547 due from a company director (2024: £126,424 due to a company director).
Included within Other debtors is corporation tax recoverable of £2,651,125 (2024: £2,488,882). 


20.


Cash and cash equivalents

Group
Group
2025
2024
£
£

Cash at bank and in hand
19,321,957
20,630,102

19,321,957
20,630,102


Page 44

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

21.


Creditors: Amounts falling due within one year

Group
Group
2025
2024
£
£

Trade creditors
19,923,840
27,333,044

Amounts owed to group undertakings
-
5,000,000

Amounts owed to related parties
5,176,435
2,196,484

Social security and other taxes
1,523,204
49,712

Obligations under finance lease and hire purchase contracts
5,099,250
6,054,841

Other creditors
3,719,370
5,640,299

Directors current account
-
126,424

Accruals and deferred income
42,183,915
50,716,916

77,626,014
97,117,720


Accruals
Included within accruals and deferred income is £14,573,110 (2024: £26,805,172) of contract accruals.
Assets held under finance lease
The assets held under finance leases are secured upon the assets to which they relate.


22.


Creditors: Amounts falling due after more than one year

Group
Group
2025
2024
£
£

Net obligations under finance leases and hire purchase contracts
8,066,395
10,860,178

Other creditors
65,096
13,002,075

8,131,491
23,862,253


Assets held under finance lease
The assets held under finance leases are secured upon the assets to which they relate.



23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2025
2024
£
£

Within one year
5,099,250
6,054,841

Between 1-5 years
8,066,395
10,860,178

13,165,645
16,915,019

Page 45

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

24.


Deferred taxation


Group



2025


£






At beginning of year
1,000,891


Charged to profit or loss
136,163



At end of year
1,137,054







The deferred tax asset is made up as follows:

Group
Group
2025
2024
£
£

Accelerated capital allowances
1,137,054
1,000,891

1,137,054
1,000,891

There is no deferred tax in the Company (2024: £Nil).


25.


Employee benefits

Defined contribution plans
The  amount  recognised  in  profit  or  loss  as  an  expense  in  relation  to  defined  contribution  plans  was £1,365,325 (2024: £2,425,230).


26.


Provisions


Group



Contract provision

£





At 1 November 2024
5,000,000


Charged to profit or loss
233,792



At 31 October 2025
5,233,792

Page 46

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

27.

Share capital


2025
2024

£
£


Allotted, called up and fully paid

80,000,000 (2024 - nil) Ordinary shares of £0.34089 each
27,271,200
-

On incorporation, the company issued 1 Ordinary share of 0.00001 each.
On 14 June, the company allotted 99,999 Ordinary shares of 0.00001 each.
On 20 June 2024, the company allotted 79,000,000 Ordinary shares of £1 each.
On 21 June 2024, the shares were sub-divided into A Ordinary shares, B Ordinary shares and C Ordinary shares.  The B Ordinary shares and C Ordinary shares were subsequently cancelled.



28.


Reserves

Merger Reserve

This reserve arose then the company acquired another company and applied merger accounting.  

Profit and loss account

This reserve records retained earnings and accumulated losses.


29.


Contingent liabilities

The group has a facility with Metro Bank PLC. There is a cross-company guarantee in place between Keltbray Group Limited, Keltbray Plant Limited, Keltbray Consulting & Engineering Limited, Wentworth House Partnership Limited, Keltbray Built Environment Limited, Keltbray Management Services Limited, KML Occupational Health Limited, HIPER Pile Limited and HIPER Energy Limited. In addition, the bank has a debenture over all of the assets and undertakings of each of the aforementioned companies.


30.


Commitments under operating leases

At 31 October 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
4,664,180
2,653,016

Later than 1 year and not later than 5 years
15,280,119
8,274,722

Later than 5 years
24,058,495
20,952,993

44,002,794
31,880,731
Page 47

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

31.


Related party transactions

Group
BMJ Waste Limited is an entity related by virtue of common ultimate control.
During  the  year,  the  Group  made  sales  of  £354,300 (2024:  £210,359)  to  BMJ  Waste  Limited.  These  sales related  to  the  sale  of  scrap  metal  extracted  from  demolition  and  decommissioning  projects.  BMJ  Waste Limited  subsequently  sold  this  scrap  metal  at  an  average  mark  up  of  18%  to  a  third  party  recycling processor. The scrap metal was transported directly by Keltbray Group to the processor.
The Group also made purchases of £256,338 (2024: £347,202) from BMJ Waste Limited.
During  the  year,  the  Group  made  purchases  from  Kerr  Partnership  LLP,  an  entity  related  by  virtue  of common control, of £990,000.
During  the  year,  the  Group  made  sales  to  Keltbray  Developments  Limited,  an  entity  related  by  virtue  of common control, of £1,123,000.
During  the  year,  the  Group  made  purchases  from  Kapff  Medical  an  entity  related  by  virtue  of  common Director, of £44,225.

No further transactions with related parties were undertaken such as are required to be disclosed under FRS 102 Section 33.


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


2025
2024

£
£


Keltbray Limited
3,553,557
-

Keltbray Developments Limited
6,496,827
4,143,698

Kerr Partnership LLP
-
3,355,266

Greenshire Limited
-
676,684

Callender St Trustees (Sandy Lane)
212,089
211,842

Tearmann Care Ireland Limited
35,567
-

BMJ Waste Limited
-
164,352

Keltbray Fleet Limited
104,714
279,657

Keltbray (BE) Holdings Limited
468,253
-


10,766,293
8,551,842

Page 48

 
Project Osprey Holdings Limited
 
 
Notes to the financial statements
For the year ended 31 October 2025

Amounts owed from/(to) related parties:


2025
2024

£
£


Directors current account
2,565,547
(126,424)


2,565,547
(126,424)


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


2025
2024

£
£


Kerr Partnership LLP
42,711
-

Crumlin Capital Limited
284,068
878,054

Keltbray Developments Limited
-
1,150,000

Arcs Energy Limited
-
168,430


326,779
2,196,484

Company
The  Company  has  taken  advantage  of  the  exemption  contained  in  paragraph  33.1A  of  FRS  102  not  to disclose any transactions with its 100% owned subsidiary undertakings on the grounds that the consolidated financial statements are publicly available.

No  transactions  with  related  parties  were  undertaken  such  as  are  required  to  be  disclosed  under  FRS  102 Section 33.



32.


Post balance sheet events

There have been no events affecting the Company since the year end.


33.


Controlling party

The  Company's  ultimate  controlling  party  is  B  Kerr as  the  majority  shareholder.

Page 49