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Knights Brown Construction Ltd
Registered number: 02081940
Annual Report
For the year ended 31 March 2026
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KNIGHTS BROWN CONSTRUCTION LTD
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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KNIGHTS BROWN CONSTRUCTION LTD
CONTENTS
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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KNIGHTS BROWN CONSTRUCTION LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The Directors present their Strategic Report of Knights Brown Construction Ltd ('the Company') for the year ended 31 March 2026.
Knights Brown is an independent civil engineering and construction company delivering complex, high-value projects in coasts & ports, energy, water, infrastructure and buildings across southern England, Wales and the UK's energy network. The Company works for a broad range of public and private sector customers, including defence organisations, where its directly employed workforce and proven track record of working in secure, live operational environments are a key differentiator.
The Company’s key performance indicators were as follows:
The Company delivered a significantly improved financial performance year on year, with strong revenue growth and higher profitability. Turnover increased by 17% to £136.3 million (2025: £116.4 million) and gross profit margin improved to 11.2% (2025: 10.2%) reflecting strategic project selection, effective delivery and disciplined commercial management. Operating profit increased by 42% to £5.4 million (2025: £3.8 million) indicating increased efficiencies and robust controls as the business expanded.
Coasts & ports and energy were particularly strong performers during the year, underpinned by technical expertise and established customer relationships. Growth in energy was driven by expanding activity in transmission & distribution, while the Mumbles and Cardiff coastal defence schemes made a notable contribution to financial performance.
The Company continues to maintain a balanced pipeline of long-term frameworks, negotiated opportunities and competitively won tenders, providing resilience across sectors and divisions while supporting sustainable growth.
As focus moves from planning to delivery across frameworks with Dwr Cymru Welsh Water, YTL Wessex Water and Northumbrian Water, water is expected to become an increasingly significant contributor, further broadening the company’s customer base and sector mix.
The Company has invested to support sustainable growth. Administration costs increased as a new four-division structure was implemented and supporting functions have been strengthened. This has enhanced governance, capacity and resilience, even while operating profit materially improved.
Robust health, safety, quality and environmental (HSQE) management remains a top priority. The Company reinforces its HSQE culture through visible on site leadership, coaching and challenging behaviour, and building understanding through daily briefings, toolbox talks and targeted campaigns.
The Right Works code of practice gives site teams the tools to continually improve in six recognised pillars of excellent operational delivery, underpinned by the deliberate and sustained management of risk and opportunity.
Investment in learning and development continues to equip individuals to achieve their career goals and actively contribute to the company’s success. The Company retained its IIP Gold status, reflecting its commitment and organisational development.
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KNIGHTS BROWN CONSTRUCTION LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
The ‘Inspiring Leaders’ programme is being cascaded further into the business, supporting the strategic aim of being a thriving, modern business and fostering a supportive and empowering culture.
Principal risks and uncertainties
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Commercial risk
Pre-contract commercial and financial evaluations subject potential customers and contracts to due diligence, ensuring risks such as contract terms and credit-worthiness are fully considered. Regular commercial and financial reviews of every project ensure risks and opportunities are identified and addressed promptly.
Interest rate risk
Purchases of plant and equipment are generally procured through hire purchase arrangements with fixed interest rates to eliminate exposure to interest rate rises. A revolving credit facility secured on a floating rate also limits exposure to interest rate rises.
Debt risk
Access to the company’s revolving credit facility depends on continued compliance with agreed financial covenants.
Macro-economic risk
Strong competitive pressures exist in regional markets with the key to winning new business more dependent on differentiation through factors such as environmental performance, social value, governance and digital capability alongside financial resilience, programme certainty and technical competence.
Significant macro-economic factors impact the cost and availability of materials, products and personnel. The Company has reviewed areas of risk and taken action to address issues including those related to its supply chain and customer contracts.
The Directors anticipate further growth in turnover supported by a high level of secured work, a strong pipeline of opportunities and ongoing high demand for the company’s services across all market sectors.
The Directors have reviewed the forecast financial performance and position of the business. The Directors’ current assessment is that the company has sufficient cash resources to continue operating profitably for the foreseeable future.
This report was approved by the board and signed on its behalf by:
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KNIGHTS BROWN CONSTRUCTION LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The Directors present their report and the audited financial statements for the year ended 31 March 2026.
The principal activity of the group is as a civil engineering and construction company delivering projects in coasts & ports, energy, water, infrastructure and buildings across southern England, Wales and the UK's energy network.
The profit for the year, after taxation, amounted to £4,000,000 (2025: £3,638,000).
Dividends of £1,500,000 have been paid to the parent company (2025: £755,000).
The Directors who served during the year and to the date of this report were:
Directors' responsibilities statement
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The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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KNIGHTS BROWN CONSTRUCTION LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
The Directors have made an assessment in preparing these financial statements as to whether the Group is a going concern and concluded that there are no material uncertainties that may cast doubt on the Group's or Company's ability to continue as a going concern.
The Directors have reviewed the forecast financial performance and position of the Company. The Directors’ assessment is that the business will continue to trade profitably, has sufficient cash resources to continue operating for a period of at least 12 months from the date of approval of these financial statements and is not reliant on the existing £2.5m revolving credit facility. Details of the revolving credit facility are in note 20.
Stakeholder engagement - S172 statement
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When making decisions, the Directors have regard to the likely long-term consequences of those decisions, the interests of employees, relationships with customers and suppliers, the impact of the Company's operations on communities and the environment, and the desirability of maintaining a reputation for high standards of business conduct.
Employee interests
The Directors recognise that the Company's people and culture are fundamental to its long-term success. It provides a variety of formal and informal channels for dialogue and feedback, including:
∙Annual conferences that communicate the Company’s progress and encourage continuous improvement.
∙Roundtable discussions, such as ‘Great Place to Work’ steering group and ‘Women in the Workplace’ forum.
∙Right Works ‘Tick-its’, which enable the reporting of good or bad practice, suggested improvements and feedback – anonymously if preferred.
∙Introduction of a new whistleblowing portal, ensuring all employees and workers have a voice to raise concerns anonymously.
∙Annual employee satisfaction surveys to benchmark opinion and identify areas for organisational improvement.
∙Representatives from across the business are invited to join the leadership team in developing our strategic business priorities for the year ahead.
∙Recognition programmes, including:
°Annual ‘Right Works’ Awards and Outstanding Contribution Awards.
°Ad hoc ‘Right Works’ Merit Awards.
°Long Service Awards at five-year intervals.
∙Peer-to-peer recognition via the intranet.
∙Informal communication tools, such as WhatsApp groups and intranet microblogs.
Customers and supply chain interests
The Company prioritises long-term, mutually beneficial relationships with customers and supply chain partners. Its customer satisfaction review process supports this goal.
It supports the principles of the Fair Payment Code’s silver standard of paying all invoices within 60 days and small businesses within 30 days.
It prioritises local spending with SMEs, investing in local skills and supporting sustainable communities.
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KNIGHTS BROWN CONSTRUCTION LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Community interests
The Company recognises the potential impact of its work on communities, including issues such as noise, delivery vehicles and access restrictions. Its approach is to communicate early and regularly, keeping neighbours informed about the nature, purpose and expected impacts of its work.
Its community engagement managers deliver social value by:
∙Partnering with schools and colleges to promote careers in construction.
∙Highlighting and enabling routes into the industry for apprentices, trainees and graduates.
∙Facilitating community projects through employer supported volunteering opportunities.
Through these endeavours communities benefit from:
∙Local employment.
∙Apprenticeships.
∙Education outreach.
The ‘Goal 13’ climate action strategy outlines the Company’s commitment to reducing its environmental impact. It has set science-based targets to reduce greenhouse gas emissions and publishes a carbon reduction plan, including reporting on selected Scope 3 emissions.
Other stakeholders
Directors meet regularly with the Company’s bankers and annually with issuers of performance bonds to discuss business performance, future expectations and to maintain continuity of financial facilities.
Well-being
The Company supports the well-being of its employees through:
∙A 24/7 Employee Assistance Programme for employees and their families.
∙Financial support for Lighthouse, the construction industry charity.
∙A network of mental health first aiders.
∙A comprehensive well-being strategy with online resources and signposting of support services.
Development
Investment in the growth and development of its people is made through:
∙Career development planning and a suite of structured role profiles.
∙Visibility of internal vacancies and preference for internal promotions.
∙Leadership skills guidance to support effective teamwork and performance.
∙CPD events, personal development reviews, and structured training schemes, including
o ICE approved graduate training.
o Early careers ‘Aspire’ programme.
o Civil engineering groundworks apprenticeships.
Details of staff numbers and related costs are provided in Note 8.
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KNIGHTS BROWN CONSTRUCTION LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
The Company’s commitment to inclusive hiring practices ensures people are not disadvantaged by disability. Every applicant is given full and fair consideration, with reasonable adjustments made to support successful candidates in performing roles effectively.
Every employee has equal access to learning, training and career development opportunities. Our occupational health services and regular wellbeing meetings provide tailored support to facilitate the successful return to work for colleagues with disabilities.
Streamlined energy and carbon reporting
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In the year, total recorded greenhouse gas emissions reduced significantly to 1,494.1 (2025: 2,030.7) tonnes of carbon dioxide equivalent (tCO2e).
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Scope 3 (private use vehicles use only)
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The intensity measure, which records tCO2e per £100,000 revenue, reduced to 1.10 (2025: 1.75).
The Company’s near-term target set with Science Based Targets initiative is a 42% reduction in Scope 1 and Scope 2 emissions by 2030 from the 2020 baseline. Combined emissions reduced 56% from 3,248 tCO2e in 2020 to 1,417 tCO2e in 2026.
Over the same period, its intensity measure reduced 72% from 3.85 to 1.10.
Emissions are calculated using invoice and organisation mileage data. These data have been converted into tonnes of carbon dioxide equivalents (tonnes of CO2e) using the latest figures provided by the Department for Energy Security and Net Zero (DESNZ) and the Department for Environment, Food and Rural Affairs (Defra).
The intensity metric used is tonnes of CO2e per £100,000 revenue. Revenue reflects the scale of business activity and enables meaningful comparison of emissions performance between years, irrespective of fluctuations in workload.
Scope 3 emissions reported relate solely to business travel undertaken in privately owned vehicles. These emissions are reported voluntarily and do not represent the Company's full Scope 3 footprint. The SBTi target includes a commitment to measure and reduce scope 3 emissions and more recently, it has begun to record employee commuting as a separate benchmark.
The disclosure covers all UK operations under the operational control of Knights Brown Construction Ltd.
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KNIGHTS BROWN CONSTRUCTION LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Initiatives from the past 12 months
The 26% year-on-year reduction in tCO2e (588.2 tCO2e) was primarily attributable to the phased introduction of HVO in company-owned plant, which significantly reduced reported greenhouse gas emissions associated with fuel consumption. This was fully implemented in February 2026 with supporting HVO policy and risk register, informed by guidance from Action Sustainability and the Supply Chain Sustainability School in the “Responsible Sourcing of HVO” guide.
To support commitments to eliminate non-hazardous excavation waste to landfill by 2030 and avoidable waste to landfill by 2040, the Company dedicated significant resource to embedding the recording of accurate waste data in its SmartWaste tool. Waste contractors are now required to be prequalified and are enabled to submit data directly to SmartWaste through a variety of means, including automatic transfer from their own management systems by using the application programme interface. Companywide compliance is now close to universal. Although not currently included within reported SECR emissions, improved waste data will support future benchmarking and reporting of additional Scope 3 categories.
Attention has also been focused on improving the accuracy of idling reporting to support the no idling campaign. Through analysis of telematics data, it is now understood that idling is not spread evenly across the business but that a relatively small number of vans, machines and sites are responsible for a large proportion of idling. Examples of where idling has been reduced shows that the issue is not unavoidable but comes down to how plant or vehicles are managed. This improved insight enables more effective, targeted follow up rather than blanket action.
Hybrid generators have been identified as one of the most promising opportunities to support more efficient and sustainable site operations. Hybrid generators combine a battery system with a smaller generator, which only runs when required to recharge the battery. This dramatically reduces runtime, fuel consumption and emissions. The Company’s preferred supplier, Renewable Temporary Power, supplies hybrid units that include detailed telemetry, enabling visibility where generators have been over specified and allowing for cheaper, lower power alternatives to be swapped in without compromising performance. For this reason, RTP hybrid generators have been introduced to the business as a preferred option.
Electric vehicles continue to be popular among employees leading to the introduction of a procedure for the installation of site charging points.
Employees continue to support the Company’s Goal 13 climate action strategy. Looking ahead, work is underway to publish a universal standard that will bring consistency to site set up and behaviour at all the Company’s sites as progress continues to embed sustainable practices as business as usual.
Qualifying third party indemnity provisions
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The Directors benefit from a third party qualifying indemnity provision in the form permitted by Section 234 of the Companies Act 2006 in respect of certain third party actions against Directors. No claim or notice of claim in respect of these indemnities has been received in the year. The qualifying indemnity provision was in force throughout the financial year and up to the date of approval of the Directors' Report.
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KNIGHTS BROWN CONSTRUCTION LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Matters covered in the Strategic Report
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The Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Company’s Strategic Report information required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008. Certain matters which are required to be disclosed in the Directors’ Report have been omitted as they are included in the Strategic Report on pages 1 to 2. These matters relate to the business review, principal risks and uncertainties and future developments.
Provision of information to auditor
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Directors have taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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KNIGHTS BROWN CONSTRUCTION LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN CONSTRUCTION LTD
Opinion
We have audited the financial statements of Knights Brown Construction Ltd (the ‘Company’) for the year ended 31 March 2026 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 FRS 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 profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.
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KNIGHTS BROWN CONSTRUCTION LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN CONSTRUCTION LTD
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 the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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KNIGHTS BROWN CONSTRUCTION LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN CONSTRUCTION LTD
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 intend either 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company, and its industry, we considered that noncompliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-bribery, corruption and fraud and money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
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KNIGHTS BROWN CONSTRUCTION LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN CONSTRUCTION LTD
In addition, we evaluated the Directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the valuation of the long-term contract accounting) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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.
Lesley Fox (Senior Statutory Auditor)
for and on the behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
Merck House
Seldown Lane
Poole
Dorset
BH15 1TW
22 July 2026
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KNIGHTS BROWN CONSTRUCTION LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
There was no other comprehensive income for 2026 (2025: £nil).
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The notes on pages 16 to 33 form part of these financial statements.
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KNIGHTS BROWN CONSTRUCTION LTD
REGISTERED NUMBER: 02081940
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 33 form part of these financial statements.
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KNIGHTS BROWN CONSTRUCTION LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 16 to 33 form part of these financial statements.
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Knights Brown Construction Ltd (no. 02081940) is a private company limited by shares, incorporated in England and Wales. The address of its registered office is 160 Christchurch Road, Ringwood, Hampshire, BH24 3AR.
The principal activity of the Company is as a civil engineering and construction company delivering projects in coasts & ports, energy, water, infrastructure and buildings across southern England, Wales and the UK's energy network.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest thousand pounds.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Knights Brown Group Holdings Limited as at 31 March 2026 and these financial statements may be obtained from Companies House.
- 16 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The Directors have made an assessment in preparing these financial statements as to whether the Company is a going concern and concluded that there are no material uncertainties that may cast doubt on the Company's ability to continue as a going concern.
The Directors have reviewed the forecast financial performance and position of the Company. The Directors’ assessment is that the business will continue trading profitably, has sufficient cash resources to continue operating for a period of at least 12 months from the date of approval of these financial statements and is not reliant on the existing £5m revolving credit facility. Details of the revolving credit facility are in note 20.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Long-term contracts
Long-term contracts are assessed on a contract by contract basis and reflected in profit or loss by recording turnover and related costs as contract activity progresses. Turnover is ascertained in a manner appropriate to the stage of completion of the contract and credit taken for profit earned to date when the outcome of the contract can be assessed with reasonable certainty. Full provision is made for losses on all contracts in the year in which the loss is first foreseen.
Amounts recoverable on contracts
Amounts recoverable on contracts are included in debtors and represent the value of work done in excess of amounts invoiced to the customer.
Payments on account
Payments on account are included in creditors and represent amounts receivable from the customer in excess of the Company's valuation of work done.
- 17 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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Assets in course of construction
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3 - 5 years straight line
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Intangible assets amortisation is recorded in 'administrative expenses' in the Statement of Comprehensive Income.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is provided on the following basis:
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20% reducing balance / 3 - 5 years straight line
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1 - 6 years straight line
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'Other operating income' in the Statement of Comprehensive Income.
Tangible fixed assets depreciation is recorded in 'administrative expenses' in the Statement of Comprehensive Income.
- 18 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital element of the future payments is treated as a liability and the interest is charged to profit or loss at a constant rate of charge on the balance of capital repayments outstanding.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first-in, first-out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 3 months. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.
- 19 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Interest payable and similar expenses
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Interest payable and similar expenses are charged to the profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
- 20 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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Interest receivable and similar income
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Interest receivable and similar income is recognised in the profit or loss using the effective interest method.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
- 21 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the process of applying the Company’s accounting policies, which are described in Note 2 above, management has made the following judgements that have the most significant effect on the amounts recognised in the financial statements.
Revenue Recognition - Long term contract accounting
Revenue is recognised for long term contracts based on the level of completion of the contract activity. This is ascertained by undertaking a valuation of the works carried out on a contract by contract basis. Particular judgement is required in evaluating the level of revenue completed by the year end. However, management carefully considers the accuracy of these valuations by reviewing the recoverability of work in progress balance by reference to the post balance sheet event period.
Impairment of non-financial assets
The Company makes judgements regarding whether impairment indicators exist based on legal factors, market conditions and operating performances of the asset groups. Future events could cause the Company to conclude that impairment indicators exist and that the carrying values of these assets are impaired.
The whole of the turnover is attributable to the principal activity of this Company.
All of the turnover arose in the UK and from long term contracts.
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The other operating income of £154,000 (2025: £18,000) of the entity relates to the profit on sale of fixed assets.
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Amortisation of intangible assets
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Other operating lease rentals
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- 22 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
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Staff costs, including the Directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the year was as follows:
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Average number of employees
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- 23 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 7 Directors (2025: 9) in respect of defined contribution pension schemes.
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The highest paid Director received remuneration of £252,000 (2025: £224,000).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £21,000 (2025: £21,000).
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Only the Directors are considered to meet the definition of key management personnel.
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Interest receivable and similar income
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Interest payable and similar expenses
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Finance leases and hire purchase contracts
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- 24 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2025: lower than) the standard rate of corporation tax in the UK of 25% (2025:25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%)
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Expenses not deductible for tax purposes
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Remeasurement of deferred tax for changes in tax rates
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of previous periods - deferred tax
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Group relief surrendered/(claimed)
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Total tax charge for the year
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- 25 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
12.Tax on profit (continued)
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Factors that may affect future tax charges
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There are no factors that may affect future tax charges.
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Assets in course of construction
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- 26 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Transfers between classes
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Included within the net book value of £4,540,000 is £2,549,000 (2025: £919,000) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the year in respect of such assets amounted to £438,000 (2025: £237,000).
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- 27 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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Raymond Brown Building Ltd
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160 Christchurch Road, Ringwood, Hampshire, BH24 3AR
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Raw materials and consumables
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- 28 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts recoverable on long-term contracts
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Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.
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Cash and cash equivalents
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- 29 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Creditors: amounts falling due within one year
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Payments received on account
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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In the year the revolving credit facility was successfully renewed, increasing to £5m, for 3 years as from 13 March 2026.
There were no covenant breaches in the year.
The facility was secured by a fixed and floating charge over the assets of the Company.
The finance lease and hire purchase agreements are secured against the assets to which they relate.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Creditors: amounts falling due after more than one year
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Obligations under finance leases and hire purchase contracts
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The finance lease and hire purchase agreements are secured against the assets to which they relate.
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- 30 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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There is a group set-off arrangement in place between Knights Brown UK Ltd, Knights Brown Group Ltd, Knights Brown Ltd, Knights Brown Group Holdings Ltd, Knights Brown Construction Ltd, Knights Brown Holdings Ltd and Raymond Brown Building Ltd. The items of security comprise of a cross-guarantee and a debenture between the entities above.
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Short term timing differences
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- 31 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Allotted, called up and fully paid
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5,000 (2025: 5,000) Ordinary shares of £1 each
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Summary of class rights
Ordinary shares are entitled pari passu to dividend payments or any other distributions. These shares are entitled to the balance of the surplus assets on liquidation. Each share is entitled to one vote in any circumstance.
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Share premium account
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit & loss account
Profit and Loss Account includes all current and prior year retained profits and losses.
As at 31 March 2026 the Company had capital commitments of £nil to purchase plant and motor vehicles (2025: £1,998,000).
The Company operates a defined contribution pension schemes on behalf of its employees. The assets of these schemes are held separately from those of the Company in independently administered funds. The total pension charge for the year amounted to £781,000 (2025: £727,000). At the year end, contributions of £162,000 were outstanding (2025: £126,000) and included in other creditors.
- 32 -
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KNIGHTS BROWN CONSTRUCTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Commitments under operating leases
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At 31 March 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company is exempt from the requirements of FRS102 Section 33 to disclose transactions with wholly owned members of the Group headed by Knights Brown Group Holdings Limited, for which consolidated accounts are available from Companies House.
The Company incurred a rent charge of £61,750 (2025: £66,250) in respect of premises owned by a pension fund, of which M J Isaac, a shareholder of the Company, is a member. The rent charge is made on an arms length basis.
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Parent company and controlling party
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The immediate parent company is Knights Brown Ltd by virtue of its 100% shareholding. The ultimate parent undertaking and controlling party is Knights Brown Group Holdings Limited.
The largest and smallest group of undertakings, for which group accounts for the year ended 31 March 2026 have been drawn up, is that headed by Knights Brown Group Holdings Limited. Copies of the group accounts can be obtained from Companies House. The registered office of Knights Brown Group Holdings Limited is 160 Christchurch Road, Ringwood, Hampshire, BH24 3AR.
The Directors do not consider there to be an ultimate controlling party of Knights Brown Group Holdings Limited.
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