Financial Statements
For the year ended 31 October 2025
Registered number: 12543807
Company Information
Contents
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 principal activity of the Company is that of a holding company.
The loss for the year ended 31 October 2025 is £127,805 (2024: £5,466,950).
The net assets of the Company at 31 October 2025 amounted to £17,475,694 (2024: £18,647,502).
The loss for the year ended 31 October 2025 is £127,805 (2024: £5,466,950).
The net assets of the Company at 31 October 2025 amounted to £17,475,694 (2024: £18,647,502).
Due to the nature of the business as a holding company there are no material risks or uncertainties which require disclosure.
Due to the nature of the business as a holding company there are no relevant key performance indicators that require disclosure.
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.
Keltbrays’ embedded commitment to Social Sustainability has provided a range of community development initiatives that support the people, the places around them and local economies. Our community partnership approach working with VCSEs helps widen our impact to reach disadvantaged and vulnerable groups including young people, ex-offenders, care leavers and long-term unemployed.
Keltbrays’ embedded commitment to Social Sustainability has provided a range of community development initiatives that support the people, the places around them and local economies. Our community partnership approach working with VCSEs helps widen our impact to reach disadvantaged and vulnerable groups including young people, ex-offenders, care leavers and long-term unemployed.
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Strategic report (continued)
For the year ended 31 October 2025
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:
Section 172 of the Companies Act 2006 requires a director of a company to act in the way they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard, among other matters, to the:
1. likely consequences of any decisions in the long term;
2. interests of the Company's employees;
3. need to foster the Company's business relationships with suppliers, customers and others;
4. impact of the Company's operations on the community and environment;
5. desirability of the Company maintaining a reputation for high standards of business conduct; and
6. need to act fairly as between members of the company.
In discharging our section 172 duties, we have regard to the factors set out above. We also have regard to other factors that we consider relevant to the decision being made by providing guidance on the following areas:
∙Purpose and leadership
∙Board Composition
∙Director responsibilities
∙Opportunity and risk
∙Succession and Remuneration; and
∙Stakeholders
We acknowledge that every decision we make will not necessarily result in a positive outcome for all of our stakeholders. By considering the Company's purpose, and values together with its strategic priorities and having a clear governance process in place for decision making, we do however, aim to make sure that our decisions are consistent and predictable.
As is normal for large private companies, we delegate authority for day to day management of the Company to executives and then engage management in setting, approving and overseeing execution of the business strategy and related policies. We regularly review health, safety and environmental matters, financial and operational performance as well as other areas over the course of the financial year including the Group's business strategy, key risks, employee related matters, diversity and inclusivity, corporate responsibility, governance, compliance and legal matters.
As 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.
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Strategic report (continued)
For the year ended 31 October 2025
As a result of this we have had an overview of engagement with stakeholders and other relevant factors which allows us to understand the nature of the stakeholders' concerns and to comply with our section 172 duty to promote the success of the Company. The following table provides examples of how the Directors have satisfied their duty under section 172 of the Companies Act 2006 to engage with our stakeholders in 2025:
This report was approved by the board on 29 July 2026 and signed on its behalf.
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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.
On 21 May 2026, the Company name was changed to Konclude Holdings Limited.
The loss for the year, after taxation, amounted to £127,805 (2024 : loss £5,466,950).
Dividends of £1,044,003 were paid during the year (2024: £1,000,000).
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Directors' report (continued)
For the year ended 31 October 2025
The directors who served during the year were:
The Company plans to continue it's current operations.
Due to the nature of the business there are no employees other than the director. All trade is transacted through subsidiaries.
The Company's greenhouse gas emissions and energy consumption for the year are included within the consolidated position within Konclude Investments Limited's financial statements.
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 Konclude Investments Limited.
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 Konclude Investments Limited.
risks and uncertainties and corporate social responsibilities.
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Directors' report (continued)
For the year ended 31 October 2025
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.
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Independent auditor's report to the members of Konclude Holdings Limited
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.
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Independent auditor's report to the members of Konclude Holdings 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.
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Independent auditor's report to the members of Konclude Holdings Limited (continued)
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 Date 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. 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.
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Independent auditor's report to the members of Konclude Holdings Limited (continued)
In response to these principal risks, our audit procedures included but were not limited to:
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.
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.
for and on behalf of
Chartered Accountants &
Statutory Auditors
Date:
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Statement of comprehensive income
For the year ended 31 October 2025
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Statement of financial position
As at 31 October 2025
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 14 to 22 form part of these financial statements.
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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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Notes to the financial statements
For the year ended 31 October 2025
The Company is a private company limited by shares, registered and incorporated 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 a holding company.
The principal activity of the Company during the year was a holding company.
2.Accounting policies
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 following principal accounting policies have been applied:
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.
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
During the financial year, the Company reported net assets of £17,475,694 as at 31 October 2025 (2024: £18,647,502), which primarily arise from amounts due from group undertakings of £17,475,698 (2024: £21,360,933). The Company did not generate revenue during the year as it has no trading activities and operates solely as a holding company.
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 Keltbray (BE) Holdings Limited.
The Directors of Keltbray (BE) Holdings Limited have provided a formal letter of support in favour of Konclude Investments Limited, the ultimate parent company of Konclude Holdings Limited, noting that the ultimate controlling parties of both groups are the same. The letter confirms that Keltbray (BE) Holdings Limited will provide sufficient financial support to enable the Company and the Group to meet their 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.
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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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
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.
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 Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
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Notes to the financial statements
For the year ended 31 October 2025
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:
The Company estimates the allowance for doubtful intra-group debtors based on assessment of specific accounts where the Company has objective evidence comprising default in payment terms or significant financial difficulty that certain group undertakings 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 the relationship.
Investment in subsidiary undertakings is measured at cost less accumulated impairment. Where there is an indication of impairment the recoverable amount is estimated and compared with the carrying amount. The estimate of recoverable amount is considered in light of the trading and balance sheet strength of the subsidiary together with the director's best estimate of future performance of the subsidiary.
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Notes to the financial statements
For the year ended 31 October 2025
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Notes to the financial statements
For the year ended 31 October 2025
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Notes to the financial statements
For the year ended 31 October 2025
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Notes to the financial statements
For the year ended 31 October 2025
Share capital
Share premium account
Profit and loss account
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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 isKonclude 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 isB 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.
The largest and smallest group in which the group is consolidated is
The Company's ultimate controlling party is
These financial statements are available to the public from Companies House.
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