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Registered number: 00306681 KNOX & WELLS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
KNOX & WELLS LIMITED COMPANY INFORMATION
Directors | M T Baynham
| G W Davies
| D L Evans (appointed 7 March 2025)
| G O Leach
| H M Leach
| A H Lewis
| O R Macmillan
Company secretary | A H lewis
Registered number | 00306681
Registered office | Creswell House
| Fieldway
| Heath
| Cardiff
| CF14 4UH
Independent auditor | MHA
| Charter Court
| Phoenix Way
| Swansea Enterprise Park
| Swansea
| United Kingdom
| SA7 9FS
KNOX & WELLS LIMITED CONTENTS
| Page
Strategic report | 1 - 3
Directors' report | 4 - 5
Independent auditor's report | 6 - 9
Profit and loss account | 10 - 11
Statement of financial position | 11 - 12
Statement of changes in equity | 13
Notes to the financial statements | 14 - 28
KNOX & WELLS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their strategic report for the year ended 31 December 2025.
Business review
The directors were pleased with the performance of the business during the year. 2025 was another challenging year in the construction industry, with margins remaining extremely competitive. The company has reported a strong operational performance. The company is in a healthy financial position with good liquidity, a strong net positive cash position and both net assets and net current assets. The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to competition from competitors and employee retention. The company manages these risks by providing value added services to its customers, having fast response times to customer queries and maintaining strong relationships with its customers and employees. Page 1
KNOX & WELLS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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. Given the size of the company, the directors have not delegated the responsibility for monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the company's finance department. Price risk The company is exposed to commodity price risk as a result of its operations. However, given the size of the company's operations, the costs of managing the exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature. Credit risk The company's credit risk is primarily attributable to "amounts recoverable on contracts." The amounts are presented net of allowance for doubtful debts. The credit risk on liquid funds is limited because the counter parties are banks with high credit-ratings assigned by international credit rating agencies. The company has no significant concentration of credit risk with exposure spread over a number of counter parties and customers. Liquidity and interest rate risk In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations, the company monitors and actively manages its working capital. The company holds sufficient reserves of cash for any likely movement in its requirements for funding working capital and planned expansion. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature. Interest rate cash flow risk The company has interest bearing assets. Interest bearing assets include only cash balances, all of which earn interest at variable rates. Contract bonding and banking facilities The company has facilities in place with its relationship bankers and a lending surety company to provide performance and other bonds as necessary. These facilities are more than adequate to meet the company's current and long-term projected bond usage requirements. Health and safety Safety is a key priority of the company with strenuous efforts made to ensure that contracts are managed in a safe, healthy and environmentally controlled manner. The most common indicator for measuring health and safety performance is the Accident Frequency Rate (AFR). The company's continued attention to all areas of safety and its continued commitment providing high level training to all its managers and employees has ensured that its AFR rate in 2024 has continued to decline and is ahead of its continuous improvement plan. Page 2
KNOX & WELLS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial key performance indicators
The company's key performance indicators (KPI's) are summarised below
| 2025 | 2024
| £'000 | £'000
Turnover | 35,266 | 25,631
Gross Margin | 5,915 | 3,500
Operating profit | 2,406 | 850
Net Current Assets | 5,834 | 4,021
Net Assets | 5,993 | 4,211
This report was approved by the board and signed on its behalf.
A H Lewis Director
Date: 14 August 2026
Page 3
KNOX & WELLS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
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 judgments and accounting estimates that are reasonable and prudent; ∙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.
Results and dividends
The profit for the year, after taxation, amounted to £1,781,832 (2024 - £756,816).
Directors
The directors who served during the year were:
M T Baynham
G W Davies
D L Evans (appointed 7 March 2025)
G O Leach
H M Leach
A H Lewis
O R Macmillan
Future developments
The Directors consider the future prospects of the company to be satisfactory. Page 4
KNOX & WELLS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Matters covered in the Strategic report
Included in the company's strategic report is a review of the business and description of the principal risks and uncertainties facing the company.
Disclosure of information to auditor
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.
Post balance sheet events
On 22nd January 2026, the issued share capital of Knox & Wells limited was acquired by Knox & Wells Group Limited. Knox & Wells Group Limited was established to allow Knox & Wells Limited to be controlled by an Employee Ownership Trust (EOT), established for the benefit of all eligible employees.
Auditor
The auditor, MHA Audit Services LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 14 August 2026 and signed on its behalf.
A H Lewis Director
Page 5
KNOX & WELLS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNOX & WELLS LIMITED
Opinion
We have audited the financial statements of Knox & Wells Limited (the 'Company') for the year ended 31 December 2025, which comprise the Profit and loss account, the Statement of financial position, the Statement of changes in equity and the related notes, 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 the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Auditor's responsibilities 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, including the Financial Reporting Council's Ethical Standard and 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 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 6
KNOX & WELLS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNOX & WELLS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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.
Opinion 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have 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 obtained in the course of the audit, we have not identified material misstatements in the Strategic report or 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.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, 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, the directors are 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 the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
KNOX & WELLS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNOX & WELLS LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives 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 our 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. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: - Enquiry of management and those in charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud. - Review of legal and professional fees for evidence of legal work undertaken or fines/penalties incurred. - Enquiry of entity staff in compliance functions and external advisors to identify any instances of non-compliance with laws and regulations. - Reviewing of financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. - Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness. - Evaluating the business rationale of significant transactions outside the normal course of business. - As assessment of the methodologies used in order to calculate estimates/provisions at the year end for evidence of bias. - We considered where applicable alternative estimation approaches including using (where available) actual post year end outcome in order to provide assurance over the potential for material misstatement. - Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud. - Discussions with management over any potential or suspected fraud. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our 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. Page 8
KNOX & WELLS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNOX & WELLS LIMITED (CONTINUED)
Use of our report
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. James Dobson BSc (Hons) FCA (Senior statutory auditor) for and on behalf of MHA Statutory Auditor Swansea, United Kingdom 14 August 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542). Page 9
KNOX & WELLS LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 35,266,252 | 25,630,536
Cost of sales |  | (29,350,942) | (22,130,443)
Gross profit |  | 5,915,310 | 3,500,093
Administrative expenses |  | (3,522,367) | (2,659,832)
Other operating income | 5 | 12,723 | 9,857
Operating profit | 6 | 2,405,666 | 850,118
Interest receivable and similar income | 10 | 68,336 | 75,915
Profit before tax |  | 2,474,002 | 926,033
Tax on profit | 11 | (692,170) | (169,217)
Profit for the financial year |  | 1,781,832 | 756,816
There are no items of other comprehensive income for 2025 or 2024 other than the profit for the year. As a result, no separate Statement of comprehensive income has been presented.
The notes on pages 14 to 28 form part of these financial statements.
Page 10
KNOX & WELLS LIMITED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 121,538 |  | 153,008
Investments | 13 |  | 36,550 |  | 36,550
|  |  | 158,088 |  | 189,558
Current assets |  |  |  |  |
Stocks | 14 | 1,712,611 |  | 2,689,110 |
Debtors: amounts falling due within one year | 15 | 6,090,715 |  | 8,120,081 |
Cash at bank and in hand | 16 | 7,570,099 |  | 1,236,335 |
|  | 15,373,425 |  | 12,045,526 |
Creditors: amounts falling due within one year | 17 | (9,538,896) |  | (8,024,299) |
Net current assets |  |  | 5,834,529 |  | 4,021,227
Total assets less current liabilities |  |  | 5,992,617 |  | 4,210,785
Net assets |  |  | 5,992,617 |  | 4,210,785
Page 11
KNOX & WELLS LIMITED REGISTERED NUMBER: 00306681 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | 2,200 |  | 2,200
Profit and loss account | 19 |  | 5,990,417 |  | 4,208,585
|  |  | 5,992,617 |  | 4,210,785
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 August 2026.
A H Lewis
Director
The notes on pages 14 to 28 form part of these financial statements. Page 12
KNOX & WELLS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 2,200 | 3,451,769 | 3,453,969
Comprehensive income for the year |  |  |
Profit for the year | - | 756,816 | 756,816
At 1 January 2025 | 2,200 | 4,208,585 | 4,210,785
Comprehensive income for the year |  |  |
Profit for the year | - | 1,781,832 | 1,781,832
At 31 December 2025 | 2,200 | 5,990,417 | 5,992,617
| The notes on pages 14 to 28 form part of these financial statements.
Page 13
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Knox & Wells Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found below: page.
| Registered number | 00306681
| Registered office | Creswell House Fieldway Heath Cardiff CF14 4UH
The presentation currency of the financial statements is the Pound Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £. The principal activity of the year under review was that of building contractors. 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 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 judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
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). This information is included in the consolidated financial statements of Knox & Wells Holdings Limited as at 31 December 2025 and these financial statements may be obtained from the registered office at Creswell House, Fieldway, Heath, Cardiff, CF14 4UH. Related Party Exemption The company has taken advantage of an exemption, under the terms of the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. Page 14
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis which assumes the company will continue in operational existence for the foreseeable future. In making their assessment the directors have reviewed the statement of financial position, the likely future cashflows of the business and have considered facilities that are in place at the date of signing the report. At the date of signing the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing the financial statements.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.5 | Amounts recoverable on contracts
Amounts recoverable on long-term contracts, which are included in Trade debtors, are stated at the net sales value of the work done less amounts received as progress payments on accounts. Excess progress payments are included in creditors as payments on account. Cumulative costs incurred net of amounts transferred to cost of sales, less provisions for contingencies and anticipated future losses on contracts, are included as long-term contract balances in stock. Turnover is determined by reference to the value of work carried out to date. A provision is made for all losses expected to arise on completion of contracts at the date of the statement of financial position.
| 2.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 15
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | 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.
| 2.10 | 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. Page 16
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Tangible fixed assets
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. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, . Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 25% | Straight line
|  |  |  | Motor vehicles | - | 25% | Reducing balance
|  |  |  | Office equipment | - | 25% | Straight line
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.
| 2.12 | Valuation of investments
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 Profit and loss account 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. Page 17
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a First in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.14 | Debtors
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.
| 2.15 | 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.
| 2.16 | 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.
| 2.17 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Page 18
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Impairment losses on financial assets are recognised using the expected credit loss (ECL) model at each reporting date. Expected credit losses represent a probability-weighted estimate of credit losses and incorporate historical experience, current conditions and forward-looking information, including macroeconomic factors, discounted at the asset’s original effective interest rate. For trade debtors and contract assets, the simplified approach is applied and lifetime expected credit losses are recognised from initial recognition. For other financial assets, a loss allowance equal to 12-month expected credit losses is recognised on initial recognition. Where credit risk has increased significantly since initial recognition, or where the asset is credit-impaired, lifetime expected credit losses are recognised. Loss allowances are recognised in profit or loss through an allowance account and are reversed where appropriate if credit risk improves, subject to the carrying amount not exceeding the amount that would have been recognised had no impairment occurred. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Page 19
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
| 2.18 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 20
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period which the estimate is revised where the revision affects only that period, or in the period of revision and future period where the revision affects both current and future periods. The following items are those that management consider to have the most significant effect on the financial statements: Construction contracts Recognition of turnover and profit on construction contracts requires management judgement regarding the anticipated final outcome of individual contracts and of the proportion of works completed at the statement of financial position date. Management undertake detailed reviews in order to exercise judgement over the outcome of each contract. The age and recoverability of debtors and amounts recoverable on contracts are reviewed regularly by management and provisions made where appropriate.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Contracting works | 35,266,252 | 25,630,536
|  | 35,266,252 | 25,630,536
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 35,266,252 | 25,630,536
|  | 35,266,252 | 25,630,536
| All turnover arose within the United Kingdom.
Page 21
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sundry income | 12,723 | 9,857
|  | 12,723 | 9,857
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating lease rentals | 56,250 | 30,000
| Depreciation | 47,990 | 38,608
| Profit / (loss) on sale of assets | - | (2,274)
7. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 15,875 | 5,750
Page 22
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 3,798,503 | 3,153,665
| Social security costs | 448,270 | 381,786
| Cost of defined contribution scheme | 635,585 | 310,156
|  | 4,882,358 | 3,845,607
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Directors | 7 | 7
|  | Building and construction | 52 | 54
|  | Administration | 5 | 5
|  |  | 64 | 66
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 828,593 | 734,379
| Company contributions to defined contribution pension schemes | 489,759 | 24,420
|  | 1,318,352 | 758,799
| During the year retirement benefits were accruing to 5 directors (2024 - 6) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £163,785 (2024 - £195,000).
Page 23
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable from group companies | 4,563 | 5,126
| Other interest receivable | 63,773 | 70,789
|  | 68,336 | 75,915
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 692,170 | 169,217
| Total current tax | 692,170 | 169,217
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 2,474,002 | 926,033
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 618,501 | 231,508
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 17,260 | 1,984
| Other timing differences leading to an increase (decrease) in taxation | 56,409 | (64,275)
| Total tax charge for the year | 692,170 | 169,217
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 24
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
|  | Plant and machinery | Motor vehicles | Office equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 474,031 | 380,908 | 84,787 | 939,726
| Additions | 6,500 | 27,619 | - | 34,119
| Disposals | - | (67,515) | - | (67,515)
| At 31 December 2025 | 480,531 | 341,012 | 84,787 | 906,330
| Depreciation |  |  |  |
| At 1 January 2025 | 426,613 | 290,483 | 69,622 | 786,718
| Charge for the year on owned assets | 7,179 | 35,644 | 5,166 | 47,989
| Disposals | - | (49,915) | - | (49,915)
| At 31 December 2025 | 433,792 | 276,212 | 74,788 | 784,792
| Net book value |  |  |  |
| At 31 December 2025 | 46,739 | 64,800 | 9,999 | 121,538
| At 31 December 2024 | 47,418 | 90,425 | 15,165 | 153,008
13. | Fixed asset investments
|  | Unlisted investments
|  | £
| Cost or valuation |
| At 1 January 2025 | 36,550
| At 31 December 2025 | 36,550
| Fixed asset investments relate to Welsh Rugby Union debentures.
Page 25
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Stocks held for resale | 1,712,611 | 2,689,110
|  | 1,712,611 | 2,689,110
15. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 4,101,403 | 5,215,405
| Amounts owed by group undertakings | 1,885,625 | 2,407,124
| Amounts owed by related parties | - | 411,290
| Other debtors | 59,825 | 18,018
| Prepayments and accrued income | 43,862 | 68,244
|  | 6,090,715 | 8,120,081
16. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 7,570,099 | 1,236,335
|  | 7,570,099 | 1,236,335
17. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 6,477,725 | 6,676,879
| Corporation tax | 607,564 | 169,217
| Other taxation and social security | 1,292,853 | 588,188
| Other creditors | 159,976 | 135,638
| Accruals and deferred income | 1,000,778 | 454,377
|  | 9,538,896 | 8,024,299
Page 26
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 2,100 (2024 - 2,100) Ordinary shares of £1.00 each | 2,100 | 2,100
|  | 100 (2024 - 100) Management shares of £1.00 each | 100 | 100
|  |  | 2,200 | 2,200
| Ordinary £1 shares carry full rights with regards to voting, payment of dividends and the distribution of capital on winding up. Management £1 shares carry full rights with regards to voting, payment of dividends and the distribution of capital on winding up.
19. | Reserves
Profit and loss account Retained earnings include all current and prior period retained profits and losses.
20. | 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 £385,630 (2024 - £310,156).
21. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 56,250 | 30,000
|  | 56,250 | 30,000
Page 27
KNOX & WELLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Controlling party
The company is a wholly owned subsidiary of Greenclose Ventures Limited, a company registered in England and Wales at the balance sheet date. The smallest and largest group in which the company has been consolidated is Greenclose Ventures Limited. Copies of the consolidated financial statements of Greenclose Ventures Limited can be obtained from the registered office at Creswell House, Fieldway, Heath, Cardiff, CF14 4UH. At the date of the balance sheet, the directors do not consider there to be a single ultimate controlling party. On 22nd January 2026, the issued share capital of Knox & Wells limited was acquired by Knox & Wells Group Limited. Knox & Wells Group Limited was established to allow Knox & Wells Limited to be controlled by an Employee Ownership Trust (EOT), established for the benefit of all eligible employees.
Page 28