Financial Statements
For the 17 month period ended 31 October 2025
Registered number: 15747849
Company Information
Contents
Group strategic report
For the year ended 31 October 2025
The directors present the strategic report of the Group and Company for the year ended 31 October 2025.
The Company was incorporated on 29 May 2024 and as such these financial statements cover the Company's first reporting period, from incorporation to 31 October 2025.
The Company was incorporated on 29 May 2024 and as such these financial statements cover the Company's first reporting period, from incorporation to 31 October 2025.
The Group's cash position was £2.2m at the year-end (2024: £7.9m) and at the year end the Group had no net bank debt. Loss for year was £18.5m (2024: £18.2m). Included within this is a non-recurring loss of £14.4m attributable to the release of inter-company debt during a corporate restructuring exercise.
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Group strategic report (continued)
For the year ended 31 October 2025
Operational risk
The directors have in place delegated authorities for all business units to ensure commitments on behalf of the Group are made at the appropriate level. In the contracting businesses, new opportunities are assessed prior to acceptance of tender to ensure they represent an acceptable risk profile.
Projects of large size or technical complexity are referred to the Executive Investment Panel committee for independent adjudication. During the tender process, risks are identified, and strategies adopted to manage them or reduce them to an acceptable level.
The directors are committed to maintaining the health, safety and wellbeing of its employees. Providing a healthy and safe working environment for its employees is a key part of this and this commitment is also an essential part of its risk management strategy to reduce the impact of any serious incident on the Group's reputational and financial status.
Financial risk
The Group's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The Group has in place risk management reviews that seek to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related finance costs.
Credit risk
The Group 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 Group'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.
The directors have in place delegated authorities for all business units to ensure commitments on behalf of the Group are made at the appropriate level. In the contracting businesses, new opportunities are assessed prior to acceptance of tender to ensure they represent an acceptable risk profile.
Projects of large size or technical complexity are referred to the Executive Investment Panel committee for independent adjudication. During the tender process, risks are identified, and strategies adopted to manage them or reduce them to an acceptable level.
The directors are committed to maintaining the health, safety and wellbeing of its employees. Providing a healthy and safe working environment for its employees is a key part of this and this commitment is also an essential part of its risk management strategy to reduce the impact of any serious incident on the Group's reputational and financial status.
Financial risk
The Group's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The Group has in place risk management reviews that seek to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related finance costs.
Credit risk
The Group 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 Group'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.
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Group strategic report (continued)
For the year ended 31 October 2025
Liquidity risk
The Group is financed with appropriate long-term and short-term finance to match the needs of the business. The Group has finance facilities in place with related parties to fund capital expenditure and operating working capital.
The directors will continue to monitor economic developments as they impact the Group's marketplace and take appropriate mitigating action as needed.
The Group continues to operate normal supply chain payment practices and is committed to be a responsible contractor in the current environment.
Interest rate cash flow risk
The Group’s hire purchase and lease financial liabilities bear interest at a fixed rate.
The Group is financed with appropriate long-term and short-term finance to match the needs of the business. The Group has finance facilities in place with related parties to fund capital expenditure and operating working capital.
The directors will continue to monitor economic developments as they impact the Group's marketplace and take appropriate mitigating action as needed.
The Group continues to operate normal supply chain payment practices and is committed to be a responsible contractor in the current environment.
Interest rate cash flow risk
The Group’s hire purchase and lease financial liabilities bear interest at a fixed rate.
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.
Sustainability
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.
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.
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 for us and the communities that host us.
As part of the Group'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.
The Managing Director of the Group’s operating business is responsible for legal and ethical compliance, and the implementation and monitoring of their units' sustainable development performance. This is done with support from a centralised Health, Safety, Quality and Environment function and the Group wide Training & Development function
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.
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.
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 for us and the communities that host us.
As part of the Group'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.
The Managing Director of the Group’s operating business is responsible for legal and ethical compliance, and the implementation and monitoring of their units' sustainable development performance. This is done with support from a centralised Health, Safety, Quality and Environment function and the Group wide Training & Development function
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.
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.
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Group strategic report (continued)
For the year ended 31 October 2025
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.
The Group qualifies as a low energy user, having consumed 40,000 kWh of energy or less in the United Kingdom during the year. Accordingly, the Company has taken advantage of the exemption under Schedule 7 Part 7A, paragraph 20D of SI 2008/410 and has not disclosed detailed energy and carbon information. This is considered appropriate as the Group’s activities are limited and it does not generate activity beyond Keltbray Group Limited.
This report was approved by the board on 6 August 2026 and signed on its behalf.
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Director's report
For the year ended 31 October 2025
The Director presents his report and the financial statements for the year ended 31 October 2025.
The loss for the year, after taxation, amounted to £18,453,975 (2024 - loss £18,192,536).
Dividends of £Nil were authorised and paid during the period.
The Directors who served during the year were:
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Director's report (continued)
For the year ended 31 October 2025
During the year, the policy of providing employees with information about the Group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.
The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by disabled persons. Where an existing employee becomes disabled, it is the Group'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.
Please refer to the strategic report regarding financial overview, business review, key performance indicators, principal risks and uncertainties and corporate social responsibilities.
There have been no significant events affecting the Group 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 6 August 2026 and signed on its behalf.
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Independent auditor's report to the members of Konclude Investments Limited
In auditing the financial statements, we have concluded that the Director's 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 Group's or the parent 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 Director, with respect to going concern are described in the relevant sections of this report.
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Independent auditor's report to the members of Konclude Investments Limited (continued)
The Company was incorporated on 29 May 2024. This is the first period in which Grant Thornton (NI) LLP were
appointed as external auditors for these financial statements for the 17 month period ended 31 October 2025.
appointed as external auditors for these financial statements for the 17 month period ended 31 October 2025.
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Director's report and the Strategic Report. The Director 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 Director's report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Director's report and the Strategic Report have been prepared in accordance with applicable legal requirements.
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Independent auditor's report to the members of Konclude Investments Limited (continued)
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Independent auditor's report to the members of Konclude Investments Limited (continued)
This report is made solely to the Company’s members, as a body, in accordance with chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Date:
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Consolidated statement of comprehensive income
For the year ended 31 October 2025
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Consolidated statement of financial position
As at 31 October 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 August 2026.
The notes on pages 20 to 34 form part of these financial statements.
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Company statement of financial position
As at 31 October 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 August 2026 .
The notes on pages 20 to 34 form part of these financial statements.
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Consolidated statement of changes in equity
For the year ended 31 October 2025
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Consolidated statement of changes in equity
For the year ended 31 October 2024
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Company statement of changes in equity
For the year ended 31 October 2025
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Consolidated statement of cash flows
For the year ended 31 October 2025
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Consolidated statement of cash flows (continued)
For the year ended 31 October 2025
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Consolidated Analysis of Net Debt
For the year ended 31 October 2025
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Notes to the financial statements
For the year ended 31 October 2025
The Company is a private Company limited by shares, registered and incorporated in England and Wales.
The address of the registered office is Ferry Works, Summer Road, Thames Ditton, Surrey, England, KT7 0QJ.
The Company was incorporated on 29 May 2024. This is the first period in which statutory financial statements have been prepared for the Company.
The address of the registered office is Ferry Works, Summer Road, Thames Ditton, Surrey, England, KT7 0QJ.
The Company was incorporated on 29 May 2024. This is the first period in which statutory financial statements have been prepared for the Company.
2.Accounting policies
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
∙Disclosures in respect of financial instruments have not been presented
∙No cash flow statement or net debt reconciliation has been presented for the Company
∙No disclosure has been given for the aggregate remuneration of key management personnel
The following principal accounting policies have been applied:
The Group has applied merger accounting to account for the group reconstruction completed during the year. The transaction is permitted for group reconstructions under FRS 102, as the combination involved entities under common control and did not constitute an acquisition in substance. The results of acquired operations are included in the Consolidated statement of comprehensive. They are deconsolidated from the date control ceases.
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
The Directors have assessed the Group’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 Group’s liabilities and the level of financial support available from Keltbray BE Holdings Ltd.
The balances due to related parties are not expected to be called for repayment until the Group has adequate funding available to settle them. In respect of the external CMA-related liability, the Directors note that this is expected to be funded by Keltbray (BE) Holdings Ltd.
The Directors of Keltbray (BE) Holdings Ltd have provided a formal letter of support in favour of Konclude Investments Limited, noting that the ultimate controlling parties of both groups are the same. The letter confirms that Keltbray (BE) Holdings Ltd will provide sufficient financial support to enable the Group to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.
Accordingly, having regard to the financial support available from an entity under common control, the Directors consider that the Group 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.
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.
For the plant business, turnover represents invoiced sales net of value added tax in respect of hire of plant and haulage services. For the occupational health business, turnover represents services provided for medical assessments.
For the waste remediation and recycling businesses, turnover is recognised on receipt of waste and for sites that involve restoration and landscaping, turnover is recognised on importation of soils.
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.
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
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.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right shortterm 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.
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Notes to the financial statements
For the year ended 31 October 2025
2.Accounting policies (continued)
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Consolidated statement of comprehensive income 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 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.
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Notes to the financial statements
For the year ended 31 October 2025
The Company makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
The Company estimates the allowance for doubtful 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.
Investment in subsidiary undertakings is measured at cost less accumulated impairment. Where there is an indication of impairment the recoverable amount is estimated and compared with the carrying amount. The estimate of recoverable amount is considered in light of the trading and balance sheet strength of the subsidiary together with the director's best estimate of future performance of the subsidiary.
Recognised amounts of long term revenues and related receivables reflect management’s best estimate of each contract’s outcome and stage of completion. This includes the assessment of the profitability of ongoing contracts and the order backlog. For more complex contracts in particular, costs to complete and contract profitability are subject to significant estimation uncertainty.
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Notes to the financial statements
For the year ended 31 October 2025
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Notes to the financial statements
For the year ended 31 October 2025
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Notes to the financial statements
For the year ended 31 October 2025
12.Taxation (continued)
There were no factors that may affect future tax charges.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £NIL (2024 - £NIL).
Page 28
Notes to the financial statements
For the year ended 31 October 2025
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Notes to the financial statements
For the year ended 31 October 2025
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Page 30
Notes to the financial statements
For the year ended 31 October 2025
Page 31
Notes to the financial statements
For the year ended 31 October 2025
Page 32
Notes to the financial statements
For the year ended 31 October 2025
Merger Reserve
Profit and loss account
Page 33
Notes to the financial statements
For the year ended 31 October 2025
The Company's ultimate controlling party is B Kerr as the majority shareholder.
The largest and smallest group in which the group is consolidated isKonclude Investments Limited . The registered office is Ferry Works, Summer Road, Thames Ditton, Surrey, KT7 OQJ.
The largest and smallest group in which the group is consolidated is
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