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Financial Statements
Keltbray Limited
For the year ended 31 October 2025
Registered number: 01274344
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Company Information
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S Bennett (appointed 22 December 2025)
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Chartered Accountants & Statutory Auditors
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12 - 15 Donegall Square West
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Contents
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Independent auditor's report
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Statement of comprehensive income
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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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Strategic report
For the year ended 31 October 2025
The directors present the strategic report of the Company for the year ended 31 October 2025.
The directors’ strategy was to operate as a specialist asbestos removal contractor, employing, managing and training its own workforce, and, where possible, utilising internal design expertise. This approach enabled the Company to manage complex projects with a higher risk profile and to operate effectively within highly regulated market sectors, generating returns commensurate with the level of investment in capability and resources. During the year ended 2025, the HSE licence required to undertake licensed asbestos removal activities was transferred to Keltbray Built Environment Limited.
The Company's cash position reduced to £2.1m (2024: £7.8m) and at the year end the Company had no net bank debt.
The company returned to an operating profit for the year of £1.9m (2024: Operating loss £12.5m).
With effect from 30 June 2025, the Company was transferred from the Keltbray Group Limited group to the Konclude Investments Limited Group, as part of a corporate restructuring exercise.
Business stream performance
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The Company provided an integrated in house solution for asbestos management and removal. It was included on a number of national frameworks and actively bid for major infrastructure projects, typically in collaboration with other Keltbray Group companies.
Health, Safety and Wellbeing
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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 Company 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 Company 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
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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
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Strategic report (continued)
For the year ended 31 October 2025
Principal risks and uncertainties
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Operational
The directors have in place delegated authorities for all business units to ensure commitments on behalf of the Company 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.
Financial
The Company's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The Company has in place risk management reviews that seek to limit the adverse effects on the financial performance of the Company by monitoring levels of debt finance and the related finance costs.
Credit risk
The Company has a low exposure to credit risk due to its early involvement in the project cycle and has a historically low level of bad debts. For the Company'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.
Liquidity risk
The Company is financed with appropriate long-term and short-term finance to match the need of the business. The company has finance facilities in place with related parties to fund capital expenditure and operating working capital.
The directors will continue to monitor economic developments as they impact the Company's marketplace and take appropriate mitigating action as needed.
The Company continues to operate our normal supply chain payment practices and is committed to be a responsible contractor in the current environment.
Interest rate cash flow risk
The Company’s hire purchase and lease financial liabilities bear interest at a fixed rate.
Page 2
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Strategic report (continued)
For the year ended 31 October 2025
Corporate Social Responsibility
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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 developments 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
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Strategic report (continued)
For the year ended 31 October 2025
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Opportunities and Diversity
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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 Company 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.
Streamlined Energy & Carbon Reporting
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The Company qualifies as a low energy user, having consumed 40,000 kWh of energy or less in the United Kingdom during the year. Accordingly, the Company has taken advantage of the exemption under Schedule 7 Part 7A, paragraph 20D of SI 2008/410 and has not disclosed detailed energy and carbon information. This is considered appropriate as the Company’s activities are limited and it does not generate activity beyond Keltbray Group Limited.
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.
Page 4
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Strategic report (continued)
For the year ended 31 October 2025
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.
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Strategic report (continued)
For the year ended 31 October 2025
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:
Duty to promote the success of the Company, with regard to:
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The likely consequences of any decision in the long term
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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.
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The interests of the Company’s employees
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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.
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The need to foster the Company’s business relationships with suppliers, customers and others
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The Company has a ‘Doing Business with Keltbray’ guide for suppliers and sub-contractors 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.
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The impact of the Company’s operations on the community and the environment
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The Company adheres to the Group Environmental and sustainability policy.
The Company’s commitment to the environment is as set out in the Keltbray website: www.keltbray.com/sustainability.
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The desirability of the Company maintaining a reputation for high standards of business conduct
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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.
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The need to act fairly between members of the Company
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The Company has a single ultimate shareholder who shares the group’s commitment to corporate governance and the code of conduct.
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This report was approved by the board on 29 July 2026 and signed on its behalf.
P Burnside
Director
Registered office:
Ferry Works
Summer Road
Thames Ditton
Surrey
England
KT7 0QJ
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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.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, the Directors' report and the 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 Company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activities of the Company during the year was construction and engineering.
The profit for the year, after taxation, amounted to £678,621 (2024 - loss £13,860,370).
The directors do not recommend the payment of a dividend.
The director who served during the year was:
Matters covered in the Strategic report
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Please refer to the strategic report on page 1 regarding financial overview, key performance indicators, principal risks and uncertainties, corporate social responsibilities and SECR.
Page 7
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Directors' report (continued)
For the year ended 31 October 2025
Disclosure of information to auditor
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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'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's auditor is aware of that information.
Events after the reporting period
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There have been no events affecting the Company since the year end.
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 29 July 2026 and signed on its behalf.
Page 8
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Independent auditor's report to the members of Keltbray Limited
We have audited the financial statements of Keltbray Limited, which comprise the Statement of comprehensive income, the Statement of financial position, the 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, Keltbray 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 Company as at 31 October 2025 and of its financial performance for the financial year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 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
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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 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.
Page 9
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Independent auditor's report to the members of Keltbray Limited (continued)
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 statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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
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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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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 10
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Independent auditor's report to the members of Keltbray Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
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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 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 Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
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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 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 tax laws. 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. 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.
Page 11
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Independent auditor's report to the members of Keltbray Limited (continued)
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 Company's regulatory and legal correspondence and review of minutes of the board of directors 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 impairment of receivables and investments; recoverability of amounts under long term contracts 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
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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
29 July 2026
Page 12
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Statement of comprehensive income
For the year ended 31 October 2025
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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All amounts relate to continuing operations.
There was no other comprehensive income for 2025 (2024:£NIL).
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The notes on pages 16 to 27 form part of these financial statements.
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Page 13
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Keltbray Limited
Registered number:01274344
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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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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 July 2026.
The notes on pages 16 to 27 form part of these financial statements.
Page 14
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Statement of changes in equity
For the year ended 31 October 2025
Statement of changes in equity
For the year ended 31 October 2024
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The notes on pages 16 to 27 form part of these financial statements.
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Page 15
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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 of the Company during the year was abestos management and removal.
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 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 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:
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Exemption from preparing consolidated financial statements
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The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established in the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Keltbray Investments Limited as at 31 October 2025 and these financial statements may be obtained from Companies House.
As at the reporting date, the Company reported a net shareholders’ deficit of £22,464,254 (2024: £23,142,875), with current liabilities exceeding current assets by £14,776,402 (2024: £10,564,670). Included within current liabilities is £10,142,705 (2024: £25,106,594) due to group companies. In addition, the Company has a material external liability of £8,089,630 relating to a Competition and Markets Authority (“CMA”) matter.
Page 16
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
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Going concern (continued)
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The Directors have assessed the Company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. In performing this assessment, the Directors considered the nature and timing of the Company’s liabilities and the level of financial support available from the Keltbray BE Holdings.
The balances due to group companies are not expected to be called for repayment until the Company has adequate funding available to settle them. Excluding amounts due to group companies, the Company’s current assets would exceed its current liabilities. In respect of the external CMA-related liability, the Directors note that this is expected to be funded by Keltbray (BE) Holdings Ltd, which forms part of Crumlin Investments Capital Limited.
The Directors of Keltbray (BE) Holdings Ltd have provided a formal letter of support in favour of Konclude Investments Limited, the ultimate parent company of Keltbray Limited, noting that the ultimate controlling parties of both groups are the same. The letter confirms that Keltbray (BE) Holdings Ltd will provide sufficient financial support to enable the Company to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.
Accordingly, having regard to the financial support available from an entity under common control, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future and that it is therefore appropriate to prepare the financial statements on a going concern basis.
Turnover represents net invoices sales of goods and 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.
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.
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Exceptional administrative expenses
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Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Page 17
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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.
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.
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.
The estimated useful lives range as follows:
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.
Page 18
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated 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.
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.
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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.
Page 19
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
The Company 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 Profit and loss account 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 impairment loss is recognised in the Profit and loss account.
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 reporting 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.
Page 20
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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 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) Carrying value of investments
Investment in subsidiary undertakings is measured at cost less accumulated impairment and carrying value in listed investments are remeasured to market value at each reporting date. 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 and investments together with the director's best estimate of future performance.
c) 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 on-going contracts and the order backlog. For more complex contracts in particular, costs to complete and contract profitability are subject to significant estimation uncertainty.
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
Page 21
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Notes to the financial statements
For the year ended 31 October 2025
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Gain on intercompany write off
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The audit fee is borne by Keltbray Group Limited, an entity under common directorship.
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The Company has no employees other than the directors in the current or prior year.
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The directors received remuneration in the current and prior year which was paid by other group entities.
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Interest receivable from related companies
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Interest payable and similar expenses
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Interest payable to group undertakings
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Page 22
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Notes to the financial statements
For the year ended 31 October 2025
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Current tax on profits for the year
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Adjustments to tax charge in respect of prior periods - corporation tax
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(Income not taxable)/expenses not deductible for tax purposes
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Group relief (claimed)/surrendered
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Adjustments to brought forward values
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Gain on intercompany debt release
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Page 23
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Notes to the financial statements
For the year ended 31 October 2025
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Shares in group undertakings
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Page 24
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Notes to the financial statements
For the year ended 31 October 2025
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The following was a subsidiary undertaking of the Company:
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Konclude Property and Investments Limited
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Ferry Works, Summer Road, Thames Ditton, Surrey, England, KT7 0QJ
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Amounts owed by group undertakings
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Amounts owed by related parties
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Amounts recoverable on long-term contracts
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to related parties
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Accruals and deferred income
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Amounts due to group undertakings are unsecured, interest free and repayable upon demand.
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Page 25
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Notes to the financial statements
For the year ended 31 October 2025
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Creditors: Amounts falling due after more than one year
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The Company has been the subject of a civil penalty issued by the CMA in respect of an investigation into historical allegations of cover pricing in the demolition industry. The directors have made a provision for £18 million in respect of the regulatory penalty plus associated legal fees. The directors have assessed the impact of this matter in making their going concern assessment and they have incorporated the timing of the three year deferred payment arrangement, as agreed with the CMA and set out in an Order of the Court, into the cash flow forecasts.
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Allotted, called up and fully paid
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10,000 (2024 - 10,000) Ordinary shares of £1.00 each
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8,000 (2024 - 8,000) Ordinary D shares of £1.00 each
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Share capital
Represents the nominal value of shares that have been issued.
Profit and loss account
Includes all prior period and current period profits and losses.
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Related party transactions
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The Company has availed of the exemptions in FRS102 Section 33, Paragraph 33.1A which allows non disclosure of transactions between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.
At the year end, the Company had the following balances/transactions with related parties:
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Page 26
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Notes to the financial statements
For the year ended 31 October 2025
At 31 October 2025, the Company was a wholly owned subsidiary of ultimate parent Company Konclude Investments Limited, a Company incorporated in England and Wales.
The largest and smallest group in which the group is consolidated is Konclude Investments Limited, a company incorporated in England and Wales. The address is Ferry Works, Summer Road, Thames Ditton, Surrey, England, KT7 0QJ.
The Company's ultimate controlling party is B Kerr who is the majority shareholder of the ultimate parent Company Konclude Investments Limited. The registered office is Ferry Works, Summer Road, Thames Ditton, Surrey, England, KT7 0QJ.
These financial statements are available to the public from Companies House.
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Events after the reporting period
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There have been no events affecting the Company since the year end.
Page 27
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