Registration number:
Deans Holdco Limited
for the Year Ended 31 March 2026
Deans Holdco Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Deans Holdco Limited
Company Information
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Directors |
S D Christie S D Deans A Gildea F Herlihy C A Knighton A Maestri A A Ryder E Taylor P J Witherington |
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Company secretary |
S A Evans |
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Registered office |
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Auditors |
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Deans Holdco Limited
Strategic Report for the Year Ended 31 March 2026
The directors present their strategic report for the year ended 31 March 2026.
Principal activity
The principal activity of the company is that of a holding company.
Fair review of the business
The loss for the year before tax was £10,000 (2025: £7,500).
Principal risks and uncertainties
A key risk of the Company, due to its size, relates to the carrying value of the investment in Deans Civil Engineering Limited. Given the positive financial results of this company, the Directors consider this risk to be low. Further details of the Company's investments are given in note 6 to the financial statements. The Strategic report of Deans Civil Engineering Limited for the year ended 31 March 2026 sets out the underlying trading results, financial performance and principal risks and uncertainties of the Company's principal investment. These accounts can be obtained from the address in note 6.
Financial key performance indicators
There are no key performance indicators that are relevant to the Company.
Future developments
As an intermediate holding company, the Company will continue to hold the investment in Deans Civil Engineering Limited. The future direction of Deans Civil Engineering Limited is covered in the strategic review of the financial statements of that company.
Deans Holdco Limited
Strategic Report for the Year Ended 31 March 2026
Section 172(1) statement
Statement relating to the Directors' responsibilities under Section 172 of the Companies Act 2006.
The Directors recognise their duty to act in a way which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole in accordance with section 172 of the UK Companies Act 2006. The Directors' section 172 duties are part of Board discussions. The Directors continue to have regard to the interest of the Company's key stakeholders and, throughout the year, the Board and management engage with key stakeholders on items relevant to them. We set out below our key stakeholder groups, their material issues and how the Company engages with and considers the interest of each stakeholder group.
• Shareholders and lenders: The Company is an intermediary holding company and its only investors are parent entities. Engagement with the lending parties (ultimate owners and banks) is undertaken at the ultimate parent company level. Performance is not specifically monitored at this entity level.
• Employees: As an intermediary holding company, this entity has no employees other than the statutory directors.
• Customers and suppliers: The Company has no external customers or suppliers.
• Other stakeholders: The directors appreciate that the communities in which we operate are a key stakeholder and engagement with such communities is detailed in our Corporate Responsibility and Sustainability Route Maр.
Approved and authorised by the
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Deans Holdco Limited
Directors' Report for the Year Ended 31 March 2026
The directors present their report and the financial statements for the year ended 31 March 2026.
Directors of the company
The directors who held office during the year were as follows:
Dividends
No dividends were paid in the period (2025: nil).
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
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Deans Holdco Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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.
Deans Holdco Limited
Independent Auditor's Report to the Members of Deans Holdco Limited
Opinion
We have audited the financial statements of Deans Holdco Limited (the 'company') for the year ended 31 March 2026, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its loss 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 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 were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
Deans Holdco Limited
Independent Auditor's Report to the Members of Deans Holdco Limited
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and 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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities [set out on page 5], 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 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Deans Holdco Limited
Independent Auditor's Report to the Members of Deans Holdco Limited
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our cumulative audit and commercial knowledge and experience of the company and the sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, Taxation Legislation, General Data Protection Rules (GDPR), Anti-Bribery Act, Employment Law and Health & Safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected, and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions; and
- investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC and analysing legal costs to ascertain if there have been instances of non-compliance with laws and regulations.
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 is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Deans Holdco Limited
Independent Auditor's Report to the Members of Deans Holdco Limited
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.
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For and on behalf of
Suite I Windrush Court
Abingdon Business Park
Abingdon
OX14 1SY
Deans Holdco Limited
Profit and Loss Account for the Year Ended 31 March 2026
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Note |
2026 |
2025 |
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Turnover |
- |
- |
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Gross profit/(loss) |
- |
- |
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Administrative expenses |
( |
( |
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Operating loss |
(10,000) |
(7,500) |
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Loss before tax |
( |
( |
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Tax on loss |
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- |
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Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Deans Holdco Limited
(Registration number: SC783027)
Balance Sheet as at 31 March 2026
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Note |
2026 |
2025 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
26,494,998 |
26,494,998 |
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Retained earnings |
(20,625) |
(13,125) |
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Shareholders' funds |
26,474,373 |
26,481,873 |
Approved and authorised by the
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Deans Holdco Limited
Statement of Changes in Equity for the Year Ended 31 March 2026
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Share capital |
Retained earnings |
Total |
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At 1 April 2025 |
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( |
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Loss for the year |
- |
( |
( |
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At 31 March 2026 |
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( |
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Share capital |
Retained earnings |
Total |
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At 1 April 2024 |
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( |
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Loss for the year |
- |
( |
( |
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At 31 March 2025 |
26,494,998 |
(13,125) |
26,481,873 |
Deans Holdco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
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General information |
The company is a private company limited by share capital, incorporated in Scotland.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are presented in sterling, which is the functional currency of the company.
As permitted by the FRS 102 framework, the company has taken advantage of the disclosure exemptions available under that standard in relation to preparation of Consolidated Financial Statements and presentation of a cashflow statement.
These accounts are consolidated into the accounts of RSK Group Ltd.
Deans Holdco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Going concern
The Directors have acknowledged the latest guidance on going concern from the Financial Reporting Council and considered various relevant matters noted here.
The company participates in the Group’s centralised treasury arrangements and so shares banking arrangements with its subsidiaries. As at the year-end the funds comprised a £1.1bn committed acquisition facility and a £175m revolving credit facility. These facilities were extended from 2028 to 2030 in September 2024. In September 2024 the Group received £520m preferred equity investment from a consortium of investors. In September 2026, the revolving credit facility was increased to £225m.
The facilities will finance growth, both organic and acquisitive, and associated working capital requirements.
After a thorough review, the Group's consolidated business plan, forecasts and projections show that it is expected to operate within its facilities.
The Group has established contracts and master service agreements with several customers across a wide range of sectors and markets and has a significant pipeline of committed work, tenders in progress and opportunities. The Directors believe that the Group will continue to manage its business risks successfully despite uncertain economic conditions in some business sectors and countries.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue to operate for the foreseeable future, being a period of at least twelve months after the date on which the report and financial statements are signed. Accordingly, they have continued to adopt a going concern basis in the preparation of the annual report and financial statements.
Deans Holdco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a change 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.
Current tax
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balances 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 value 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 balance sheet date.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Debtors
Short-term debtors are measured at transaction price, less any impairment.
Deans Holdco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Creditors
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Financial Instruments
Financial assets and liabilities are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets
Basic financial assets, including trade and other receivables, loans receivable from other Group companies, investments in subsidiary companies and cash and cash equivalents, are initially
recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of future receipts discounted at the market rate of
interest. Such assets are subsequently carried at amortised cost using the effective interest method, less any provision for impairment.
Impairment of financial assets
At each reporting date the company assesses whether there is objective evidence that a financial asset is impaired. If such evidence exists, the company recognises an impairment loss which is
measured as the difference between the carrying amount and the present value of the future cashflows, discounted at the original effective interest rate. Impairment losses are recognised in profit or loss.
Impairment losses are reversed if the reversal can be objectively related to an event occurring after the impairment was recognised. The reversal of the impairment will be recognised in profit or loss.
Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, hire purchase contracts and loans payable to other Group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future payments discounted at the market rate of interest.
Debt instruments are subsequently carried at amortised cost using the effective interest method.
Derecognition of financial instruments
A financial asset is derecognised when the contractual rights to the cash flows from the financial asset expire, or the company transfers the financial asset and substantially all the risks and rewards
of ownership have been transferred.
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled, or expires.
Deans Holdco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
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Staff costs |
The average number of persons employed by the company (including directors) during the year, was
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Auditors' remuneration |
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2026 |
2025 |
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Audit of the financial statements |
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Taxation |
Tax charged/(credited) in the profit and loss account
|
2026 |
2025 |
|
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Current taxation |
||
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UK corporation tax |
( |
- |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2025 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2026 |
2025 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Increase in UK and foreign current tax from adjustment for prior periods |
- |
|
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Total tax credit |
( |
- |
|
Investments |
|
2026 |
2025 |
|
|
Investments in subsidiaries |
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Deans Holdco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 April 2025 |
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Provision |
|
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Carrying amount |
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At 31 March 2026 |
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At 31 March 2025 |
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Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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|
2026 |
2025 |
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Subsidiary undertakings |
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65 Sussex Street,
Scotland |
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Subsidiary undertakings |
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Deans Civil Engineering Limited The principal activity of Deans Civil Engineering Limited is |
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Debtors |
|
2026 |
2025 |
|
|
Amounts owed by related parties |
- |
|
|
Group relief debtor |
|
|
|
|
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Deans Holdco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
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Creditors |
|
2026 |
2025 |
|
|
Due within one year |
||
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Amounts due to related parties |
|
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Accruals |
|
|
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|
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Share capital |
Allotted, called up and fully paid shares
|
2026 |
2025 |
|||
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No. |
£ |
No. |
£ |
|
|
|
|
26,494,998 |
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26,494,998 |
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Contingent liabilities |
The company is party to cross guarantee arrangements relating to a borrowing facility provided by Ares Management to RSK Group Limited. The amount borrowed under this agreement at 31 March 2026 is £1,106,930,000 (2025: £831,936,000).
The company is also a guarantor of any trading and other obligations of any RSK Group member that may be a Junior Creditor in the related Subordination Deed.
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Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
These financial statements are available upon request from Companies House, Crown Way, Cardiff, CF14 3UZ