Company registration number 08313483 (England and Wales)
NEILCOTT GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NEILCOTT GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
M C Elster
J Gissane
N Harrison
P Reeves
D Huxley
C O'Leary
(Appointed 9 March 2026)
Company number
08313483
Registered office
Excel House
Cray Avenue
Orpington
Kent
United Kingdom
BR5 3ST
Auditor
Azets Audit Services
First Floor
River House
1 Maidstone Road
Sidcup
Kent
United Kingdom
DA14 5RH
NEILCOTT GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 20
NEILCOTT GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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.

Fair review of the business

The key financial highlights are as follows:

 

2025

2024

2023

2022

 

£

£

£

£

 

 

 

 

 

Turnover

154,422,818

133,420,077

138,880,690

100,305,898

 

 

 

 

 

Change in turnover

15.74%

(3.93)%

38.46%

4.02%

 

 

 

 

 

Gross margin

21,886,672

16,144,885

9,717,336

9,376,188

 

14.17%

12.10%

6.99%

9.35%

 

 

 

 

 

Operating profit /(loss)

14,541,875

9,787,367

3,546,545

3,665,378

 

 

 

 

 

Profit for the financial year (after tax)

11,020,352

5,447,546

2,557,964

2,696,153

 

 

 

 

 

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 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.

 

NEILCOTT GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks and uncertainties

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.

Statement by the directors relating to their statutory duties under S172(1) Companies Act 2006

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:

 

NEILCOTT GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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:

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

D Huxley
Director
2 September 2026
NEILCOTT GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of a parent undertaking.

Results and dividends

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.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M C Elster
J Gissane
N Harrison
P Reeves
J Papworth
(Resigned 17 April 2026)
D Huxley
C O'Leary
(Appointed 9 March 2026)
Financial instruments

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.

Energy and carbon report
2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
34,074
25,639
- Electricity purchased
297,928
278,042
- Fuel consumed for transport
554,643
398,474
886,645
702,155
NEILCOTT GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
6.00
4.70
- Fuel consumed for owned transport
54.80
36.30
60.80
41.00
Scope 2 - indirect emissions
- Electricity purchased
42.10
57.70
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
76.60
67.30
Total gross emissions
179.50
166.00
Intensity ratio
Tonnes CO2e per £million turnover
1.163
1.245
Tonnes CO2e per employee
0.907
0.952
Quantification and reporting methodology

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).

Intensity measurement

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.

Measures taken to improve energy efficiency

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.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

NEILCOTT GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

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:

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.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
D Huxley
Director
2 September 2026
NEILCOTT GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEILCOTT GROUP HOLDINGS LIMITED
- 7 -
Opinion

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).

In our opinion the financial statements:

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 UK, including the FRC’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.

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

NEILCOTT GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEILCOTT GROUP HOLDINGS LIMITED
- 8 -
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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

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.

NEILCOTT GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEILCOTT GROUP HOLDINGS LIMITED
- 9 -

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:

 

 

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.

Scott Browning FCA
Senior Statutory Auditor
For and on behalf of Azets Audit Services
9 September 2026
Accountants
Statutory Auditor
First Floor
River House
1 Maidstone Road
Sidcup
Kent
DA14 5RH
NEILCOTT GROUP HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Turnover
-
-
Profit before taxation
-
0
-
0
Tax on profit
5
-
0
-
0
Profit for the financial year
-
0
-
0

The profit and loss account has been prepared on the basis that all operations are continuing operations.

NEILCOTT GROUP HOLDINGS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
6
3,375,000
3,375,000
Current assets
Debtors
8
703,000
703,000
Creditors: amounts falling due within one year
9
(703,000)
(703,000)
Net current assets
-
0
-
0
Net assets
3,375,000
3,375,000
Capital and reserves
Called up share capital
10
15,385
15,385
Share premium account
11
2,187,615
2,187,615
Capital redemption reserve
12
1,868,579
1,868,579
Own shares
13
(703,000)
(703,000)
Profit and loss reserves
14
6,421
6,421
Total equity
3,375,000
3,375,000
The financial statements were approved by the board of directors and authorised for issue on 2 September 2026 and are signed on its behalf by:
D Huxley
Director
Company registration number 08313483 (England and Wales)
NEILCOTT GROUP HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Share premium account
Capital redemption reserve
Own shares
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
8,635
2,187,615
1,875,329
(703,000)
6,421
3,375,000
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
-
-
0
-
0
Redemption of shares
10
6,750
-
0
(6,750)
-
-
0
-
0
Balance at 31 December 2024
15,385
2,187,615
1,868,579
(703,000)
6,421
3,375,000
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
-
-
0
-
0
-
0
Balance at 31 December 2025
15,385
2,187,615
1,868,579
(703,000)
6,421
3,375,000
NEILCOTT GROUP HOLDINGS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
-
-
Net increase in cash and cash equivalents
-
0
-
0
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
NEILCOTT GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
Accounting policies
Company information

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.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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:

 

 

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.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

NEILCOTT GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet 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 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

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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

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.

Classification of 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 deducting all of its liabilities.

NEILCOTT GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Basic financial 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.

Other financial liabilities

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

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.

1.7
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.8

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.

NEILCOTT GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2
Judgements 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 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.

3
Operating profit

There were no items charges to the operating profit for the year ended 31 December 2025 nor for the year ended 31 December 2024.

4
Employees

There were no staff costs for the year ended 31 December 2025 nor for the year 31 December 2024.

5
Taxation

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:

2025
2024
£
£
Profit before taxation
-
0
-
0
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
-
0
-
0
Taxation charge in the financial statements
-
-

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

6
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
7
3,375,000
3,375,000
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

NEILCOTT GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Subsidiaries
(Continued)
- 18 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Neilcott Construction Limited
Excel House, Cray Avenue, Orpington, Kent, BR5 3ST
Construction
Ordinary
100.00
Neilcott Construction Services Limited
Excel House, Cray Avenue, Orpington, Kent, BR5 3ST
Holding company
Ordinary
100.00
Neilcott Developments Limited
Excel House, Cray Avenue, Orpington, Kent BR5 3ST
Property development
Ordinary
100.00
Neilcott Holdings Limited
Excel House, Cray Avenue, Orpington, Kent, BR5 3ST
Holding company
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Neilcott Construction Limited
8,610,068
11,020,352
Neilcott Construction Services Limited
462,640
-
0
Neilcott Developments Limited
(601)
0
-
0
Neilcott Holdings Limited
700,878
-
0
8
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
703,000
703,000
9
Creditors: amounts falling due within one year
2025
2024
£
£
Other creditors
703,000
703,000
10
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary Shares of 1p each
863,500
863,500
8,635
8,635
B Ordinary Shares of 1p each
675,000
675,000
6,750
6,750
1,538,500
1,538,500
15,385
15,385

Called-up share capital represents the nominal value of shares that have been issued.

NEILCOTT GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
11
Share premium account
2025
2024
£
£
At the beginning and end of the year
2,187,615
2,187,615

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.

12
Capital redemption reserve
2025
2024
£
£
At the beginning of the year
1,868,579
1,875,329
Transfer
-
(6,750)
At the end of the year
1,868,579
1,868,579

Capital redemption reserve - includes amounts transferred following the redemption of the company's preference and ordinary B shares.

13
Own shares reserve
2025
2024
£
£
At the beginning and end of the year
(703,000)
(703,000)

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.

14
Profit and loss reserves
2025
2024
£
£
At the beginning and end of the year
6,421
6,421

Retained earnings - includes all current and prior period retained profits and losses.

 

 

 

 

 

 

NEILCOTT GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
15
Related party transactions

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.

16
Ultimate controlling party

The controlling parent undertaking is Tyrolese (751) Limited, a company incorporated in England and Wales, by virtue of its 97.50% shareholding.

 

The results of the company are consolidated in the accounts of Tyrolese (751) Limited. Copies of the consolidated financial statements can be obtained from the registered address of the company.

 

The Neilcott Employee Ownership Trust is considered to be the ultimate controlling party.

17
Cash generated from operations
2025
2024
£
£
Profit after taxation
-
0
-
0
Movements in working capital:
Decrease in debtors
-
0
22,488,838
Decrease in creditors
-
0
(22,488,838)
Cash generated from operations
-
-
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