Caseware UK (AP4) 2025.0.111 2025.0.111 Crumlin Capital Limited BMJ Waste Limited Keltbray Group Limited Kerr Partnership LLP Greenshire Limited Arcs Energy Limited Tearmann Care Ireland Limited Tearmann Care Holdings Limited 24340982 true Holding company 0 0 2024-11-01 false true The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.false 14882549 2025-10-31 14882549 2024-11-01 2025-10-31 14882549 2023-05-19 2024-10-31 14882549 2024-10-31 14882549 1 2023-05-19 2024-10-31 14882549 2 2024-11-01 2025-10-31 14882549 2 2023-05-19 2024-10-31 14882549 3 2023-05-19 2024-10-31 14882549 4 2023-05-19 2024-10-31 14882549 d:CompanySecretary1 2024-11-01 2025-10-31 14882549 d:Director1 2024-11-01 2025-10-31 14882549 d:Director2 2024-11-01 2025-10-31 14882549 d:Director2 2025-10-31 14882549 d:Director3 2024-11-01 2025-10-31 14882549 d:Director3 2025-10-31 14882549 d:Director4 2024-11-01 2025-10-31 14882549 d:Director4 2025-10-31 14882549 d:RegisteredOffice 2024-11-01 2025-10-31 14882549 d:Agent1 2024-11-01 2025-10-31 14882549 e:CurrentFinancialInstruments 2025-10-31 14882549 e:CurrentFinancialInstruments 2024-10-31 14882549 e:CurrentFinancialInstruments 2 2025-10-31 14882549 e:CurrentFinancialInstruments 2 2024-10-31 14882549 e:CurrentFinancialInstruments e:WithinOneYear 2025-10-31 14882549 e:CurrentFinancialInstruments e:WithinOneYear 2024-10-31 14882549 e:ShareCapital 2025-10-31 14882549 e:ShareCapital 2023-05-19 2024-10-31 14882549 e:ShareCapital 2024-10-31 14882549 e:MergerReserve 2024-11-01 2025-10-31 14882549 e:MergerReserve 2025-10-31 14882549 e:MergerReserve 2 2024-11-01 2025-10-31 14882549 e:MergerReserve 2024-10-31 14882549 e:MergerReserve 1 2023-05-19 2024-10-31 14882549 e:MergerReserve 2 2023-05-19 2024-10-31 14882549 e:MergerReserve 3 2023-05-19 2024-10-31 14882549 e:MergerReserve 4 2023-05-19 2024-10-31 14882549 e:RetainedEarningsAccumulatedLosses 2024-11-01 2025-10-31 14882549 e:RetainedEarningsAccumulatedLosses 2025-10-31 14882549 e:RetainedEarningsAccumulatedLosses 2 2024-11-01 2025-10-31 14882549 e:RetainedEarningsAccumulatedLosses 2023-05-19 2024-10-31 14882549 e:RetainedEarningsAccumulatedLosses 2024-10-31 14882549 e:RetainedEarningsAccumulatedLosses 1 2023-05-19 2024-10-31 14882549 e:RetainedEarningsAccumulatedLosses 2 2023-05-19 2024-10-31 14882549 e:RetainedEarningsAccumulatedLosses 3 2023-05-19 2024-10-31 14882549 e:RetainedEarningsAccumulatedLosses 4 2023-05-19 2024-10-31 14882549 e:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-11-01 2025-10-31 14882549 e:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2025-10-31 14882549 e:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-10-31 14882549 d:OrdinaryShareClass1 2024-11-01 2025-10-31 14882549 d:OrdinaryShareClass1 2025-10-31 14882549 d:OrdinaryShareClass1 2024-10-31 14882549 d:OrdinaryShareClass2 2024-11-01 2025-10-31 14882549 d:OrdinaryShareClass2 2025-10-31 14882549 d:OrdinaryShareClass2 2024-10-31 14882549 d:FRS102 2024-11-01 2025-10-31 14882549 d:AuditExempt-NoAccountantsReport 2024-11-01 2025-10-31 14882549 d:FullAccounts 2024-11-01 2025-10-31 14882549 d:PrivateLimitedCompanyLtd 2024-11-01 2025-10-31 14882549 e:Subsidiary2 2024-11-01 2025-10-31 14882549 e:Subsidiary2 1 2024-11-01 2025-10-31 14882549 e:Subsidiary4 2024-11-01 2025-10-31 14882549 e:Subsidiary4 1 2024-11-01 2025-10-31 14882549 2 2024-11-01 2025-10-31 14882549 4 2024-11-01 2025-10-31 14882549 6 2024-11-01 2025-10-31 14882549 e:ShareCapital 2 2024-11-01 2025-10-31 14882549 e:ShareCapital 1 2023-05-19 2024-10-31 14882549 e:ShareCapital 2 2023-05-19 2024-10-31 14882549 e:ShareCapital 3 2023-05-19 2024-10-31 14882549 e:ShareCapital 4 2023-05-19 2024-10-31 14882549 f:PoundSterling 2024-11-01 2025-10-31 xbrli:shares iso4217:GBP xbrli:pure

Unaudited Financial Statements Keltbray (BE) Holdings Limited For the year ended 31 October 2025 Registered number: 14882549
Keltbray (BE) Holdings Limited
Company Information
Directors | P Burnside
| V Corrigan (resigned 22 December 2025)
| S Bennett (appointed 22 December 2025)
| B Kerr (appointed 22 January 2026)
Company secretary | Rhona Sittlington
Registered number | 14882549
Registered office | Ferry Works
| Summer Road
| Thames Ditton
| Surrey
| England
| KT7 0QJ
Bankers | Santander UK plc
| 2 Triton Square
| Regent's Place
| London
| NW1 3AN
Keltbray (BE) Holdings Limited
Contents
| Page
Statement of financial position | 1 - 2
Statement of changes in equity | 3
Notes to the financial statements | 4 - 10
Keltbray (BE) Holdings Limited Registered number:14882549
Statement of financial position As at 31 October 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 5 |  | 25,750,051 |  | 24,898,030
|  |  | 25,750,051 |  | 24,898,030
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 6 | 27,168,567 |  | 65,296,126 |
Cash at bank and in hand | 7 | 24,667,679 |  | 3,235,594 |
|  | 51,836,246 |  | 68,531,720 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 8 | (50) |  | (56,654) |
Net current assets |  |  | 51,836,196 |  | 68,475,066
Total assets less current liabilities |  |  | 77,586,247 |  | 93,373,096
Provisions for liabilities |  |  |  |  |
Other provisions | 9 | - |  | (4,896,000) |
|  |  | - |  | (4,896,000)
Net assets |  |  | 77,586,247 |  | 88,477,096
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 100 |  | 100
Merger reserve | 11 |  | 66,999,900 |  | 86,999,900
Profit and loss account | 11 |  | 10,586,247 |  | 1,477,096
Shareholders' funds |  |  | 77,586,247 |  | 88,477,096
Page 1
Keltbray (BE) Holdings Limited Registered number:14882549
Statement of financial position (continued) As at 31 October 2025 The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 July 2026.
S Bennett
Director
The notes on pages 4 to 10 form part of these financial statements. Page 2
Keltbray (BE) Holdings Limited
Statement of changes in equity For the year ended 31 October 2025
| Called up share capital | Merger reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 November 2024 | 100 | 86,999,900 | 1,477,096 | 88,477,096
Profit for the year | - | - | 609,151 | 609,151
Transfer | - | (20,000,000) | 20,000,000 | -
Dividends paid | - | - | (11,500,000) | (11,500,000)
At 31 October 2025 | 100 | 66,999,900 | 10,586,247 | 77,586,247
| The notes on pages 4 to 10 form part of these financial statements.
Statement of changes in equity For the year ended 31 October 2024
| Called up share capital | Merger reserve | Profit and loss account | Total equity
| £ | £ | £ | £
Loss for the 17 month period | - | - | (6,522,904) | (6,522,904)
Merger reserve | - | 194,999,900 | - | 194,999,900
Shares issued during the 17 month period | 100 | - | - | 100
Dividends paid | - | - | (25,000,000) | (25,000,000)
Dividends in specie | - | - | (75,000,000) | (75,000,000)
Allotment of shares | 108,000,000 | (108,000,000) | - | -
Capital Reduction | (108,000,000) | - | 108,000,000 | -
At 31 October 2024 | 100 | 86,999,900 | 1,477,096 | 88,477,096
| The notes on pages 4 to 10 form part of these financial statements.
Page 3
Keltbray (BE) 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 in England and Wales. The address of the registered office is Ferry Works, Summer Road, Thames Ditton, Surrey, England, KT7 0QJ. The principal activity is that of a holding company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The financial statements are presented in Sterling (£). The following principal accounting policies have been applied:
| 2.2 | Going concern
The directors have assessed that there are adequate resources to meet the ongoing costs of the business for a minimum of 12 months from the date of signing the financial statements. For this reason the financial statements have been prepared on a going concern basis which presumes the realisation of assets and liabilities in the normal course of business.
| 2.3 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.4 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 4
Keltbray (BE) Holdings Limited
Notes to the financial statements For the year ended 31 October 2025 2.Accounting policies (continued)
| 2.5 | Taxation
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 operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.6 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
| 2.7 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company 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 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.
| 2.8 | Associates and joint ventures
Associates and Joint Ventures are held at cost less impairment.
| 2.9 | 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 5
Keltbray (BE) Holdings Limited
Notes to the financial statements For the year ended 31 October 2025 2.Accounting policies (continued)
| 2.10 | 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.
| 2.11 | 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.
| 2.12 | 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.
| 2.13 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 6
Keltbray (BE) Holdings Limited
Notes to the financial statements For the year ended 31 October 2025
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 debtors based on assessment of specific accounts where the Company has objective evidence comprising default in payment terms or significant financial difficulty that certain companies are unable to meet their financial obligations. In these cases, judgement used was based on the best available facts and circumstances including but not limited to, the length of relationship. b) Carrying value of investments Investment in associate 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 associate together with the director's best estimate of future performance of the associate.
4. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).
Page 7
Keltbray (BE) Holdings Limited
Notes to the financial statements For the year ended 31 October 2025
5. | Fixed asset investments
|  | Investments in associates | Listed investments | Other investments | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 November 2024 | 24,898,030 | - | - | 24,898,030
| Additions | 102,021 | 500,000 | 250,000 | 852,021
| At 31 October 2025 | 25,000,051 | 500,000 | 250,000 | 25,750,051
| Associates
| The following were associate undertakings of the Company:
| Name | Incorporated in | Principal activity | Class of shares | Holding
| Keltbray Group Limited | England and Wales | Holding company | Ordinary | 33%
| Tearmann Care Holdings Limited | England and Wales | Holding company | Ordinary | 50%
6. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by related parties | 24,340,981 | 34,246,510
| Other debtors | 500,000 | 19,567,265
| Directors current account | 2,327,586 | 11,482,351
|  | 27,168,567 | 65,296,126
| Amounts owed by related parties are unsecured, interest free, and repayable on demand. During the year, the company had net transactions with a director totalling £9,154,765. At the balance sheet date, £2,327,586 was owed from the director (2024: £11,482,351).
7. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 24,667,679 | 3,235,594
|  | 24,667,679 | 3,235,594
Page 8
Keltbray (BE) Holdings Limited
Notes to the financial statements For the year ended 31 October 2025
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to related parties | 50 | -
| Accruals and deferred income | - | 56,654
|  | 50 | 56,654
9. | Provisions
|  | Other provision
|  | £
| At 1 November 2024 | 4,896,000
| Released in year | (4,896,000)
| At 31 October 2025 | -
| In the prior period, a provision of £4,896,000 was recognised in the financial statements concerning a contract retained by Keltbray Infrastructure Services Limited (KISL), which was sold to EMK Capital on 15 August 2024. Although the contract remained legally with KISL, Keltbray (BE) Holdings Limited retained responsibility for its final performance. The provision reflected the directors' current assessment of potential liabilities arising from outstanding obligations. It represented the best estimate as of the balance sheet date, based on the available information. The provision was released during the current financial year.
10. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 75 (2024 - 75) A Ordinary shares of £1.00 each | 75 | 75
|  | 25 (2024 - 25) B Ordinary shares of £1.00 each | 25 | 25
|  |  | 100 | 100
Page 9
Keltbray (BE) Holdings Limited
Notes to the financial statements For the year ended 31 October 2025
11. | Reserves
Merger reserve The Company was incorporated on 19 May 2023. On 23 June 2023, the Company acquired 100% of the share capital of Keltbray Holdings Limited and its direct and indirect subsidiaries via a share for share exchange. Merger relief under section 612 and 615 of the Companies Act 2006 were applied to this transaction. On 25 June 2025, the Company transferred £20m from the merger reserve to profit and loss account reserve. The transfer increased the Company’s distributable profits by £20m. Profit and loss account This reserve records retained earnings and accumulated losses.
12. | Related party transactions
| Amounts owed by/(to) related parties who are related by virtue of control:
|  | 2025 | 2024
|  | £ | £
| Crumlin Capital Limited | 16,077,149 | 16,035,742
| BMJ Waste Limited | 2,048,417 | 1,728,417
| Keltbray Group Limited | 1,556,582 | 5,000,000
| Kerr Partnership LLP | 3,201,171 | -
| Greenshire Limited | 676,684 | -
| Arcs Energy Limited | 103,446 | -
| Tearmann Care Ireland Limited | 677,533 | -
| Tearmann Care Holdings Limited | (50) | -
| No further transactions with related parties were undertaken such as are required to be disclosed under FRS 102 section 33.
13. | Controlling party
At 31 October 2025 the Company was a 100% owned subsidiary of the ultimate parent company Crumlin Investments Capital Limited, a company registered in England and Wales. The Group's ultimate controlling party is B Kerr who is the majority shareholder of the ultimate parent company Crumlin Investments Capital Limited.
14. | Comparative information
Comparative information has been restated to conform with current year presentation. This has had no impact on profit or loss reported.
Page 10