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Unaudited Financial Statements
Keltbray (BE) Holdings Limited
For the year ended 31 October 2025
Registered number: 14882549
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Keltbray (BE) Holdings Limited
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Company Information
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V Corrigan (resigned 22 December 2025)
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S Bennett (appointed 22 December 2025)
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B Kerr (appointed 22 January 2026)
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Keltbray (BE) Holdings Limited
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Contents
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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Keltbray (BE) Holdings Limited
Registered number:14882549
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Statement of financial position
As at 31 October 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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Page 1
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Keltbray (BE) Holdings Limited
Registered number:14882549
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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.
The notes on pages 4 to 10 form part of these financial statements.
Page 2
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Keltbray (BE) Holdings Limited
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Statement of changes in equity
For the year ended 31 October 2025
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The notes on pages 4 to 10 form part of these financial statements.
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Statement of changes in equity
For the year ended 31 October 2024
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Loss for the 17 month period
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Shares issued during the 17 month period
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The notes on pages 4 to 10 form part of these financial statements.
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Page 3
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Keltbray (BE) Holdings Limited
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Notes to the financial statements
For the year ended 31 October 2025
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
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Basis of preparation of financial statements
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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:
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.
Interest income is recognised in profit or loss using the effective interest method.
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
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Keltbray (BE) Holdings Limited
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
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.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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.
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Associates and joint ventures
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Associates and Joint Ventures are held at cost less impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Page 5
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Keltbray (BE) Holdings Limited
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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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.
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
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Keltbray (BE) Holdings Limited
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Notes to the financial statements
For the year ended 31 October 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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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.
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The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).
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Page 7
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Keltbray (BE) Holdings Limited
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Notes to the financial statements
For the year ended 31 October 2025
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Investments in associates
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The following were associate undertakings of the Company:
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Tearmann Care Holdings Limited
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Amounts owed by related parties
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Directors current account
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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).
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Cash and cash equivalents
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Page 8
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Keltbray (BE) Holdings Limited
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Notes to the financial statements
For the year ended 31 October 2025
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Creditors: Amounts falling due within one year
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Amounts owed to related parties
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Accruals and deferred income
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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.
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Allotted, called up and fully paid
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75 (2024 - 75) A Ordinary shares of £1.00 each
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25 (2024 - 25) B Ordinary shares of £1.00 each
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Page 9
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Keltbray (BE) Holdings Limited
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Notes to the financial statements
For the year ended 31 October 2025
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.
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Related party transactions
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Amounts owed by/(to) related parties who are related by virtue of control:
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Tearmann Care Ireland Limited
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Tearmann Care Holdings Limited
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No further transactions with related parties were undertaken such as are required to be disclosed under FRS 102 section 33.
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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.
Comparative information has been restated to conform with current year presentation. This has had no impact on profit or loss reported.
Page 10
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