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Financial Statements
Keltbray Management Services Limited
For the year ended 31 October 2025
Registered number: 12932693
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Keltbray Management Services Limited
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Company Information
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V Corrigan (resigned 22 December 2025)
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N Thompson (appointed 30 October 2024, resigned 22 December 2025)
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S Bennett (appointed 22 December 2025)
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L Cain (appointed 22 December 2025)
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K Goose (appointed 22 December 2025)
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N Patterson (appointed 10 November 2025)
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Chartered Accountants & Statutory Auditors
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12 - 15 Donegall Square West
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Keltbray Management Services Limited
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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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Keltbray Management Services Limited
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Strategic report
For the year ended 31 October 2025
The directors present the strategic report of the Company for the period ended 31 October 2025.
The principal activity of the Company is the provision of internal support services to the operating businesses within the Keltbray group of companies.
The Company's cash position was £0.06m (2024: £0.1m) at the period end. The Company acts as the Treasury Company for the Group and all internal funding is coordinated via the Company. The Company has access to the Group funding facility with Metro Bank and the directors believe that this provides the Company with access to sufficient liquidity for its requirements.
The Operating profit for the period of £0.6m (2024: Loss - £0.7m).
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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Keltbray Management Services Limited
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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 and adjudication process, risks are identified, and strategies adopted to manage them or reduce them to an acceptable level.
The directors are committed to maintaining the health, safety and wellbeing of its employees. Providing a healthy and safe working environment for its employees is a key part of this and this commitment is also an essential part of its risk management strategy to reduce the impact of any serious incident on the Group's reputational and financial status.
The Company has a satisfactory workload.
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 Keltbray Group has finance facilities in place 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. Nonetheless, the directors are confident that the actions taken, the strength of its client base and the strong balance sheet will enable the Company to trade through the current economic climate.
The 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 hire purchase and lease financial liabilities bear interest at a fixed rate.
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Keltbray Management Services Limited
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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 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.
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Keltbray Management Services Limited
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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 and Carbon Reporting
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Information on the company's carbon reporting is included in the Directors' report of Keltbray Group Limited.
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Keltbray Management Services Limited
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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:
1. Likely consequences of any decisions in the long term;
2. Interests of the Company's employees;
3. Need to foster the Company's business relationships with suppliers, customers and others;
4. Impact of the Company's operations on the community and environment;
5. Desirability of the Company maintaining a reputation for high standards of business conduct; and
6. Need to act fairly as between members of the Company.
In discharging our section 172 duties, we have regard to the factors set out above. We also have regard to other
factors that we consider relevant to the decision being made by providing guidance on the following areas:
∙Purpose and leadership
∙Board Composition
∙Director responsibilities
∙Opportunity and risk
∙Succession and Remuneration; and
∙Stakeholders
We acknowledge that every decision we make will not necessarily result in a positive outcome for all of our stakeholders. By considering the Company's purpose, and values together with its strategic priorities and having a clear governance process in place for decision-making, we do however, aim to make sure that our decisions are consistent and predictable.
As is normal for large private companies, we delegate authority for day-to-day management of the Company to executives and then engage management in setting, approving and overseeing execution of the business strategy and
related policies. We regularly review health, safety and environmental matters, financial and operational performance
as well as other areas over the course of the financial year including the Group's business strategy, key risks, employee-related matters, diversity and inclusivity, corporate responsibility, governance, compliance and legal matters.
As a result of this we have had an overview of engagement with stakeholders and other relevant factors which allows us to understand the nature of the stakeholders' concerns and to comply with our section 172 duty to promote the success of the Company.
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Keltbray Management Services Limited
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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 subcontractors which provides advice on how to develop a sustainable working
relationship between the company and its suppliers. The company has adopted the Group sustainability policy and this includes guidance on how the company interacts with its stakeholders.
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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 commitment to corporate governance and the code of conduct.
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This report was approved by the board on 28 July 2026 and signed on its behalf.
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Keltbray Management Services Limited
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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 directors have not recommended a dividend (2024 - £Nil).
The directors who served during the year were:
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V Corrigan (resigned 22 December 2025)
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N Thompson (appointed 30 October 2024, resigned 22 December 2025)
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During the year, the policy of providing employees with information about the Company has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Company's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.
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Keltbray Management Services Limited
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Directors' report (continued)
For the year ended 31 October 2025
As per the Company's equal opportunity policy, all job applicants, employees and others who work for the Company will not be discriminated against in any of the equality grounds, to include disability. The Company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately filled by a handicapped or disabled person. Where existing employees become disabled, it is the Company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.
Disclosure of information in the strategic report
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Please refer to the strategic report regarding business review, financial overviews, principal risks and uncertainties key performance indicators and corporate social responsibilities.
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 significant 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 28 July 2026 and signed on its behalf.
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Keltbray Management Services Limited
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Independent auditor's report to the members of Keltbray Management Services Limited
We have audited the financial statements of Keltbray Management Services Limited, which comprise the the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the financial 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 Management Services 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.
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Keltbray Management Services Limited
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Independent auditor's report to the members of Keltbray Management Services 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.
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Keltbray Management Services Limited
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Independent auditor's report to the members of Keltbray Management Services 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 Data Privacy Laws, Employment Law, Environmental Regulations and Health and safety 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.
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Keltbray Management Services Limited
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Independent auditor's report to the members of Keltbray Management Services Limited (continued)
We apply professional scepticism throughout the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/ inaccurate disclosures in the financial statements.
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management on the polices and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the 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 debtors and estimating the useful economic lives of tangible assets; 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
28 July 2026
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Keltbray Management Services Limited
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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.
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There was no other comprehensive income for 2025 (2024: £NIL).
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The notes on pages 16 to 32 form part of these financial statements.
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Keltbray Management Services Limited
Registered number:12932693
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Statement of financial position
As at 31 October 2025
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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 28 July 2026.
The notes on pages 16 to 32 form part of these financial statements.
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Keltbray Management Services Limited
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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 32 form part of these financial statements.
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
Keltbray Management Services Limited 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, BT7 0QJ.
The principal activity of the Company during the year was business support services.
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 Group Limited as at 31 October 2025 and these financial statements may be obtained from Companies House.
Page 16
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
The activities of the Keltbray Group, along with the factors that may affect its future performance and position are set out in the directors’ report.
The Group remains mindful of the economic and trading uncertainties resulting from macroeconomic and geopolitical conditions in the UK and overseas. While these factors have driven cost inflation and aggressive pricing behaviour across elements of the construction market, particularly among some main contractors, the Specialist Engineering sector is gradually emerging from these conditions.
This position is supported by the Group’s contract profile, which typically comprises shorter duration contracts and an increasing proportion of cost reimbursable arrangements within the overall portfolio. Keltbray’s robust governance over work winning activities has resulted in the Group continuing to bid selectively, including stepping away from opportunities that do not meet minimum margin requirements or where the risk profile does not align with that of the Group. Taken together with the Group’s significant awarded workload, this provides a more resilient operating base and enables the directors to adopt a longer term view of the markets in which the Group chooses to operate.
The directors regularly review the Group’s working capital requirements through detailed monthly cash flow forecasting, quarterly re forecasting and annual budget scenario planning. Forecasts have been prepared for the period to 31 October 2028. These forecasts, while subject to the inherent uncertainties associated with forecasting, indicate continued growth in turnover, improved margins driven by profitable trading, and stabilising levels of working capital investment.
As a response to the demand side uncertainty in some of the Group’s traditional markets, the Group has focused its work winning activities on those major projects, in both infrastructure and counter recessionary markets which provide a hedge against the more cyclical sectors.
Margins are forecast to increase modestly on a year on year basis over the forecast period. This reflects the continued strengthening of governance over tendering activities and the Group’s increased focus on infrastructure related markets, which are typically characterised by more stable risk profiles and returns.
The Group has prepared cash flow forecasts for the period from 31 October 2025 to 31 October 2028. Based on these forecasts, the directors consider that the Group has sufficient cash reserves and committed finance facilities to meet its financial obligations as they fall due and to remain compliant with its quarterly financial covenants.
After making appropriate enquiries and having considered the factors and sensitivities outlined above under a range of scenarios, together with the Group’s diversified customer base and substantial level of awarded work, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Page 17
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.
Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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Cash and cash equivalents
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Cash consists of cash on hand and demand deposits. There are no cash equivalents included in the financial statements.
All borrowings by the Company are initially recorded at the amount of cash received less separately incurred transaction costs, unless the arrangement constitutes, in effect, a financing transaction, in which case it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument. Subsequently, borrowings are stated at amortised cost using the effective interest rate method.
The computation of amortised cost includes any issue costs, transaction costs and fees, and any discount or premium on settlement, and the effect of this is to amortise these amounts over the expected borrowing period. Loans with no stated interest rate and repayable within one year or on demand are not amortised.
Page 18
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company 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.
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.
Page 19
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Keltbray Management Services 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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Tangible fixed assets (continued)
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Depreciation is charged so as to write off the cost or valuation of an asset, less their residual value, over the estimated useful lives.
Depreciation is provided on the following basis:
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Long-term leasehold property
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in accordance with the lease
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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.
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.
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.
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.
Page 20
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Keltbray Management Services Limited
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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 21
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Keltbray Management Services 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 receivables based on assessment of specific accounts where the Company has objective evidence comprising default in payment terms or significant financial difficulty that certain companies are unable to meet their financial obligations. In these cases, judgement used was based on the best available facts and circumstances including but not limited to, the length of relationship.
b) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets.
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An analysis of turnover by class of business is as follows:
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The whole of the turnover is attributable to the principal activity of the Company wholly undertaken in the United Kingdom.
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Page 22
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
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The operating profit/(loss) is stated after charging:
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Depreciation of tangible assets
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Auditor's remuneration for the Company is bourne by the parent Company Keltbray Group Limited.
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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The directors remuneration is paid by other members of the group.
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Interest from group undertakings
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Page 23
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
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Interest payable and similar expenses
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Other interest payable and similar charges
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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Page 24
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
11.Taxation (continued)
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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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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods - corporation tax
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Adjustments to tax charge in respect of prior periods - deferred tax
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Group relief surrendered / (claimed)
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Other permenant differences
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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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Loss on intercompany debt release
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Page 25
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
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Long-term leasehold property
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Page 26
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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KML Occupational Health Limited
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Konstructive Recruitment Services Limited (formerly Qualified Recruitment Limited)
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Page 27
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
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Due after more than one year
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Amounts owed by related parties
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Amounts owed by group undertakings
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Amounts owed by related parties
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Prepayments and accrued income
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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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Page 28
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Keltbray Management Services 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 group undertakings
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Amounts owed to related parties
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Accruals and deferred income
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Social security and other taxes
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Amounts owed to group undertakings are unsecured, interest free and repayable upon demand.
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Creditors: Amounts falling due after more than one year
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Page 29
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Fixed asset timing differences
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Short term timing differences
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Losses and other deductions
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Page 30
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
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Allotted, called up and fully paid
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8,001 (2024 - 8,001) Ordinary 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.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £54,316 (2024 - £52,166). Contributions totalling £263,818 (2024 - £101,781) were payable to the fund at the reporting date.
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Commitments under operating leases
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At 31 October 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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The group has a facility with Metro Bank PLC. There is a cross-company guarantee in place between Keltbray Group Limited, Keltbray Plant Limited, Keltbray Consulting & Engineering Limited, Wentworth House Partnership Limited, Keltbray Built Environment Limited, Keltbray Management Services Limited, KML Occupational Health Limited, HIPER Pile Limited and HIPER Energy Limited. In addition, the bank has a debenture over all of the assets and undertakings of each of the aforementioned companies.
Page 31
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Keltbray Management Services Limited
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Notes to the financial statements
For the year ended 31 October 2025
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Directors' advances, credits and guarantees
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At 1 November 2024, the Company owed £126,424 to a director. During the year the Company made payments on behalf of or to a director totalling £3,002,674 (2024: £12,936,430) and received amounts from a director totalling £310,704 (2024: £12,186,231). At 31 October 2025, the amount owed by a director was £2,565,547.
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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.
Transactions with related parties, which are related by virtue of common ultimate shareholders and directors are as follows:
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Recharges to related parties
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Amounts owed from related parties
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Amounts owed to related parties
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Purchases from related parties
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At 31 October 2025, the Company was a wholly owned subsidiary of intermediate parent Company Keltbray Group Limited. The ultimate parent Company is Crumlin Investment Management Limited (formerly Project Osprey Holdings Limited), a Company incorporated in England and Wales.
The largest and smallest group in which the group is consolidated is Keltbray Group Limited, a company incorporated in England and Wales. The address is Ferry Works, Summer Road, Thames Ditton, Surrey, BT7 0QJ.
The Company's ultimate controlling party is B Kerr who is the majority shareholder of the ultimate parent Company Crumlin Investment Management Limited (formerly Project Osprey Holdings Limited. The registered office is Ferry Works, Summer Road, Thames Ditton, Surrey, BT7 0QJ.
The 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 significant events affecting the Company since the year end.
Page 32
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