ACCOUNTS - Final Accounts preparation

Financial Statements

Konclude Environmental Materials Management Limited (formerly Keltbray Environmental Materials Management Limited)

For the year ended 31 October 2025

Registered number: 06872836


Konclude Environmental Materials Management Limited

Company Information

Directors	P Burnside
	S Bennett (appointed 22 December 2025)


Company secretary	R Sittlington


Registered number	06872836


Registered office	Ferry Works
	Summer Road
	Thames Ditton
	Surrey
	England
	KT7 0QJ


Independent auditor	Grant Thornton (NI) LLP
	Chartered Accountants & Statutory Auditors
	12 - 15 Donegall Square West
	Belfast
	BT1 6JH


Bankers	Santander UK plc
	2 Triton Square
	Regents Place
	London
	NW1 3AN
	United Kingdom


	Metro Bank plc
	1 Southampton Road
	London
	WC1B 5HA


Konclude Environmental Materials Management Limited

Contents

	Page
Independent auditor's report	1 - 4
Statement of financial position	5
Statement of changes in equity	6
Notes to the financial statements	7 - 13

Independent Auditors' Report to the Members of Keltbray Environmental Materials Management Limited

Opinion

We have audited the financial statements of Konclude Environmental Materials Management Limited (formerly Keltbray Environmental Materials Management Limited), which comprise the Statement of comprehensive income, Statement of financial position, and 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, Konclude Environmental Materials Management 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.

Basis for opinion

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

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 1

Independent auditor's report to the members of Konclude Environmental Materials Management Limited (continued)

Other information

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. 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 for the financial year for which the financial statements are prepared is consistent with the financial statements, and

∙the Directors' report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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.

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; or

∙the directors were not entitled to take advantage of the small companies' exemptions from the requirement to prepare a strategic report or in preparing the Directors' report.

Page 2

Independent auditor's report to the members of Konclude Environmental Materials Management Limited (continued)

Responsibilities of management and those charged with governance for the financial statements

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

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, 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. 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.

Page 3

Independent auditor's report to the members of Konclude Environmental Materials Management 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 amounts recognised 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

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.

Ms. Louise Kelly FCA (Senior statutory auditor)

for and on behalf of

Grant Thornton (NI) LLP

Chartered Accountants

Statutory Auditors

Belfast
29 July 2026

Page 4


Konclude Environmental Materials Management Limited Registered number:06872836

Statement of financial position

As at 31 October 2025

		2025		2024
Note		£		£


Current assets
Debtors: amounts falling due within one year	6	324		5,106,222
		324		5,106,222
Current liabilities
Creditors: amounts falling due within one year	8	(6,179,832)		(5,068,152)
Net current (liabilities)/assets			(6,179,508)		38,070
Total assets less current liabilities			(6,179,508)		38,070

Net (liabilities)/assets			(6,179,508)		38,070

Capital and reserves
Called up share capital	9	200	200
Profit and loss account	10	(6,179,708)	37,870
Total equity (capital deficiency)		(6,179,508)	38,070

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 July 2026.

S Bennett

Director

The notes on pages 7 to 13 form part of these financial statements.

Page 5


Konclude Environmental Materials Management Limited

Statement of changes in equity

For the year ended 31 October 2025

	Called up share capital	Profit and loss account	Total equity (capital deficiency)
	£	£	£
At 1 November 2024	200	37,870	38,070

Loss for the year	-	(6,217,578)	(6,217,578)
At 31 October 2025	200	(6,179,708)	(6,179,508)

Statement of changes in equity

For the year ended 31 October 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 November 2023	200	5,744	5,944

Profit for the year	-	32,126	32,126
At 31 October 2024	200	37,870	38,070

The notes on pages 7 to 13 form part of these financial statements.

Page 6


Konclude Environmental Materials Management Limited

Notes to the financial statements

For the year ended 31 October 2025

1.	General information

The Company is a private Company limited by shares, registered in England and Wales. The address of the registered office is Ferry Works, Summer Road, Thames Ditton, Surrey, England, KT7 0QJ.

The principal activity of the Company is the remediation of contaminated materials mainly undertaken on site.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are presented in Sterling (£).

2.2

Going concern

As at the reporting date, the Company reported a net shareholders’ deficit of £6,179,508 (2024: net asset £38,070), with current liabilities exceeding current assets by £6,179,508 (2024: £38,070).

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.

Page 7


Konclude Environmental Materials Management Limited

Notes to the financial statements

For the year ended 31 October 2025

2.Accounting policies (continued)

2.3

Revenue recognition

Turnover represents net invoiced sales of goods and services, excluding value added tax. For sites that involve restoration and landscaping, turnover is recognised on importation of soils.

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.

2.4

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.6

Pensions

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.

Page 8


Konclude Environmental Materials Management Limited

Notes to the financial statements

For the year ended 31 October 2025

2.Accounting policies (continued)

2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.8

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 9


Konclude Environmental Materials Management Limited

Notes to the financial statements

For the year ended 31 October 2025

2.Accounting policies (continued)

2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.11

Financial instruments

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.

2.12

Share capital

The ordinary share capital of the Company is presented as equity.

Page 10


Konclude Environmental Materials Management Limited

Notes to the financial statements

For the year ended 31 October 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are required when applying accounting policies. These are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

Long term contract revenue
Contract revenue and costs are recognised when the outcome of a construction contract can be reliably estimated. The percentage of completion method is used to value revenue and costs at year end; these are included in the profit or loss account. At year end, the Company reviews the recoverability of amounts already recognised as contract revenue. If, on the review of market conditions and conversations with the client, the debtor is not recognised to be recoverable, the unrecoverable amount will be expensed in the year. When, on review of programmes and costs to complete, it is deemed probable that total contract costs will exceed total contract revenue the expected loss is recognised as an expense immediately, with a corresponding provision for an onerous contract.

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Administrative Staff	33	33
Direct Labour	13	13

	46	46

The costs of these employees is borne by another related party in the current and prior year.

5.	Directors' remuneration

The directors received remuneration in the current and prior year which was paid by related entities.

Page 11


Konclude Environmental Materials Management Limited

Notes to the financial statements

For the year ended 31 October 2025

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	-	5,103,437
Other debtors	324	2,785
	324	5,106,222

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

7.	Cash and cash equivalents
		2025	2024
		£	£

Less: bank overdrafts	(851)	(55,836)
	(851)	(55,836)

8.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank overdrafts	851	55,836
Trade creditors	1,560	-
Amounts owed to group undertakings	6,164,461	5,005,300
Accruals and deferred income	12,960	5,850
Other creditors	-	997
Social security and other taxes	-	169
	6,179,832	5,068,152

Amounts owed to group undertakings and unsecured, interest free and repayable on demand.

9.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

200 (2024 - 200) Ordinary shares of £1.00 each	200	200

Page 12


Konclude Environmental Materials Management Limited

Notes to the financial statements

For the year ended 31 October 2025

10.

Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.

11.	Pension commitments

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 £Nil (2024 - £Nil). Contributions totalling £Nil (2024 - £Nil) were payable to the fund at the reporting date.

12.	Related party transactions

The related parties involved in the aforementioned transactions are related by virtue of ultimate common shareholders and directors, including fellow group undertakings which are not 100% owned subsidiaries of Konclude Holdings Limited.

No further transactions with related parties were undertaken such as are required to be disclosed under FRS
102 Section 33.

13.	Controlling party

At 31 October 2025, the Company was a 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.

14.	Events after the reporting date

There have been no events affecting the Company since the year end.

Page 13