The directors present the strategic report of Neilcott Group Holdings Limited ('the company') for the year ended 31 December 2025.
The Neilcott Group
Neilcott Group Holdings Limited (the 'company') is a parent undertaking of Neilcott Construction Limited, Neilcott Developments Limited, Neilcott Construction Services Limited and Neilcott Holdings Limited (the 'group').
Neilcott Construction Limited is the only active operational trading company within the group, the Review of Business for which follows.
The key financial highlights are as follows:
| 2025 | 2024 | 2023 | 2022 |
| £ | £ | £ | £ |
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Turnover | 154,422,818 | 133,420,077 | 138,880,690 | 100,305,898 |
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Change in turnover | 15.74% | (3.93)% | 38.46% | 4.02% |
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Gross margin | 21,886,672 | 16,144,885 | 9,717,336 | 9,376,188 |
| 14.17% | 12.10% | 6.99% | 9.35% |
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Operating profit /(loss) | 14,541,875 | 9,787,367 | 3,546,545 | 3,665,378 |
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Profit for the financial year (after tax) | 11,020,352 | 5,447,546 | 2,557,964 | 2,696,153 |
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Working capital | 8,809,001 | 7,470,693 | 7,448,531 | 7,360,276 |
The Neilcott Group directors are pleased to report that the financial year ended 31 December 2025 was one of continued progress and excellent performance for the business. This success reflects the commitment of our employees, the ongoing support of our long-standing supply chain, and the loyalty of our client base.
The group delivered an improved operating profit in the year which facilitated these strategic objectives:
The group made capital payments to the Employee Ownership Trust (EOT) in excess of its deferred consideration payment obligations such that the full balance of the Vendor Loan Notes has now been paid, without the need for any external financing.
A total of £356,592 was distributed to eligible employee beneficiaries, on an equal-share basis, bringing the total of the distributions since the EOT transition to £1,286,197.
The Neilcott Construction Limited turnover increased by £21.0m to £154.4m during the year and the balance sheet position strengthened, with net assets increasing by £1.02m to £8.61m. Cash at bank was £21.94m notwithstanding the payments during the year totalling £14.29m in respect of the redemption of the Vendor Loan Notes.
During the year, the company strengthened its investment in future talent through its Young Persons Programme, supporting formal apprenticeships, postgraduate routes and early career development. The company also continued to deliver on its Corporate Social Responsibility goals throughout the business, including new commitments to the Armed Forces Covenant & the Care Leaver Covenant.
Business risks
The directors consider the company to be well positioned within its regional markets. Turnover remains a small proportion of the total work pipeline available, which provides headroom for controlled growth. The company’s delivery model, underpinned by flexibility, responsiveness, and high standards of quality, enables it to remain resilient through cyclical changes in market conditions.
The company continues to assess opportunities to develop low-risk, complementary profit centres that align with the existing business model and avoid overextension of key management resource. This approach is designed to reduce reliance on individual sectors or geographies and enhance long-term sustainability.
At the start of 2026, there is uncertainty in the market, primarily due to the global instability flowing from the Middle East conflict. This situation may result in market shortages and increased inflationary pressures, the impacts of which will continue to be monitored.
Financial Risks
The company’s principal financial instruments comprise cash balances, trade receivables and trade payables. These instruments are used primarily to finance the company's operations.
The directors consider the company’s exposure to price, credit, liquidity, and cash flow risk to be low. The company does not utilise complex or speculative financial instruments and has no borrowings at year-end.
The company's approach to managing the risks applicable to the financial instruments used include:
Credit Risk
Credit risk is managed through regular assessment of client creditworthiness. Contracts are structured to incorporate appropriate safeguards for payment security, and the company maintains close oversight of receivable balances.
Liquidity Risk
The company maintains a prudent approach to liquidity management, enabling day-to-day operations and long-term expansion of the business to be funded without recourse to external finance. Operating cash flows are regularly reviewed to ensure that all immediate and future obligations can be met as they fall due, while retaining sufficient reserves to protect the business from unexpected debtor issues, and support both ongoing operational needs and strategic investment.
The strong year-end cash position enables the company to continue to meet its capital commitments and maintain bond procurement at competitive rates.
In discharging their duties under Section 172(1) of the Companies Act 2006, the directors have acted in a manner they consider most likely to promote the success of the company for the benefit of its members as a whole, while having due regard to:
The likely consequences of any decision in the long term
The interests of the company’s employees
The need to foster relationships with suppliers, customers and others
The impact of the company’s operations on the community and the environment
The desirability of the company maintaining a reputation for high standards of business conduct
The need to act fairly between members of the company
The company’s strategic objective is to be the contractor of choice for its clients. This is achieved through the consistent delivery of high-quality projects on time and within budget, with health, safety and environmental management as a priority.
Client satisfaction and collaboration are central to the company’s operating model. By developing long-term relationships with like-minded clients and consultants, the company aims to secure repeat business and generate predictable revenue streams, thereby supporting sustainable growth and fair commercial returns.
The company is committed to continuous improvement in reducing the environmental impact of its operations. It also takes seriously its role in delivering community benefits through public sector procurement, actively seeking opportunities to support social value initiatives aligned with local investment.
Operating Model
The company’s operating model is built around attracting, developing and retaining a skilled, motivated, and collaborative workforce. Staff are encouraged to develop their expertise and engage proactively with project challenges, enabling the business to offer a high-quality service across a broad range of construction activity. We believe that the depth of expertise and agility within our leadership team provides a key source of competitive advantage, particularly on complex or high-value projects.
A stable and high-performing supply chain is also key to delivery. The company maintains relationships with partners who share its technical and commercial values, working on fair procurement terms and within a safe and respectful working environment. This approach supports consistently high standards across all aspects of project delivery.
Outlook and Forward Planning
The 2026 business plan forecasts a managed increase in turnover, supported by strong gross margins. Cash generation is expected to remain robust, enabling the company to continue to support wider investment in people, infrastructure, sustainability and AI solutions.
Priorities for the year ahead include:
Investment in AI solutions to provide efficiencies in our processes
Professional and personal development enabling early career progression of our people
Continued alignment of operations with environmental and social value objectives
Reinforcement of long-term client and supply chain partnerships
The company remains committed to creating value for all stakeholders through prudent financial management, consistent project delivery, and a collaborative and responsible approach to business.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The company's financial instruments at the balance sheet date comprised cash and liquid resources. The main purpose of these financial instruments is to provide finance for the company's operations. The company has various other financial instruments such as trade debtors and trade creditors, that arise directly from its operations.
The company is reporting on all emissions required under the UK Government's Streamlined Energy and Carbon Reporting regulations. The company has reported greenhouse gas emissions and energy usage using the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard and the 2025 UK Government Greenhouse Gas Conversion Factors.
The reporting boundary has been defined using the financial control approach and includes Scope 1, Scope 2 and relevant Scope 3 emissions. During 2025, investment in systems, resource and training has improved the quality, accuracy and completeness of data capture, with the overall increase in reported emissions reflecting improved data gathering as well as increased operational activity.
The company also expanded its salary sacrifice benefit company car scheme, restricted to hybrid and electric vehicles, which has more than doubled the number of company owned or leased vehicles being reported. Electricity purchased has been reported as net grid import, excluding on-site PV generation self-consumed at Orpington (≈20,967 kWh).
Two intensity ratios have been used, emissions per full-time employee and emissions per £1 million turnover. These metrics show the improved performance relative to business size and staffing.
The company's Carbon Reduction Plan reports on a wider scope boundary and also reflects a 13.5% reduction versus 2024, demonstrating improved emissions performance relative to turnover at 5.18tCO2e/£m.
During 2025, the company continued to build on the energy efficiency measures implemented in 2024, including the renewable energy generation system installed at our head office through rooftop photovoltaic (PV) panels. Across our operations, we expanded the use of 100% renewable electricity tariffs and low-energy equipment, and applied minimum energy efficiency standards to site set-ups. Reliance on fossil fuel transportation was further reduced through the deployment of electric plant, where suitable. The wider rollout of digital tools has continued to improve resource efficiency and enhance data capture and monitoring across the business. Opportunities to electrify our fleet vans remain under active review, alongside our ongoing policy of restricting new company car orders to fully electric or plug-in hybrid vehicles.
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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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 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.
We have audited the financial statements of Neilcott Group Holdings Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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).
Basis for 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Neilcott Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Excel House, Cray Avenue, Orpington, Kent, United Kingdom, BR5 3ST.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 33 ‘Related Party Disclosures’: paragraph 33.7
Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Report Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
Preparation of consolidated financial statements
The financial statements contain information about Neilcott Group Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements at it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Tyrolese (751) Limited, whose registered office is Excel House, Cray Avenue, Orpington, Kent, BR5 3ST.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Employee benefit trust
Shares held by the Neilcott Group Holdings Limited Employee Benefit Trust are classified in capital and reserves as "reserve for own shares" and recognised at cost. Share premium received for the sale of such shares is also recognised in equity. No gain or loss is recognised on the purchase, sale issue or cancellation of equity shares.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
No key judgements or estimations have been used in the preparation of the financial statements.
There were no items charges to the operating profit for the year ended 31 December 2025 nor for the year ended 31 December 2024.
There were no staff costs for the year ended 31 December 2025 nor for the year 31 December 2024.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Called-up share capital represents the nominal value of shares that have been issued.
Share premium account - includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Capital redemption reserve - includes amounts transferred following the redemption of the company's preference and ordinary B shares.
Neilcott Group Holdings Limited Employee Benefit Trust holds 38,462 ordinary A shares in Neilcott Group Holdings Limited with a nominal value of £0.01 each, £385. These shares were acquired in April 2018 at a cost of £18.27 each, £703,000. The Trust is indirectly funded by Neilcott Group Holdings Limited to meet their obligations under the share option scheme and all the shares held by the Trust are solely for this purpose. The shares held by the Trust are distributed to employees in accordance with Neilcott Group Holdings Limited's wishes. All expenses incurred by the Trust are settled directly by Neilcott Group Holdings Limited and charged in the financial statements as incurred.
Retained earnings - includes all current and prior period retained profits and losses.
Neilcott Group Holdings Limited Employee Benefit Trust, of which Mr M Elster is a Trustee has a balance at the year end of £703,000 (2024: £703,000) included in other creditors for the subscription by the Employee Benefit Trust for shares in the company.