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Knights Brown Group Ltd
Registered number: 07137701
Annual Report
For the year ended 31 March 2026
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KNIGHTS BROWN GROUP LTD
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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KNIGHTS BROWN GROUP 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 GROUP LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The Directors present their Strategic Report of Knights Brown Group Ltd ('the Company') for the year ended 31 March 2026.
The Company continues to operate as a holding company. The results for the year reflect the dividend income from Knights Brown Ltd.
Principal risks and uncertainties
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No risks and uncertainties have been identified.
Financial key performance indicators
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The Company has no employees and minimal administrative expenses, accordingly no key performance measures have been identified.
The Company will continue as a holding company with minimal levels of expenditure.
This report was approved by the board and signed on its behalf by:
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KNIGHTS BROWN GROUP 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 Company is that of an intermediate holding company.
The profit for the year, after taxation, amounted to £1,500,000 (2025: £750,000).
Dividends of £1,500,000 (2025: £750,000) were paid to the parent company.
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 GROUP 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 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.
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.
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 page 1. 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 Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
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 GROUP LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN GROUP LTD
Opinion
We have audited the financial statements of Knights Brown Group 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.
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.
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KNIGHTS BROWN GROUP LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN GROUP LTD
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 GROUP LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN GROUP LTD
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 non-compliance with the following laws and regulations might have a material effect on the financial statements: anti-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 and the Companies Act 2006.
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KNIGHTS BROWN GROUP LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN GROUP LTD
We evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were 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 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 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 GROUP LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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Income from fixed assets investments
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Profit for the financial year
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During the current and prior financial year, the Company received dividend income from Knights Brown Ltd.
There was no other comprehensive income for 2026 (2025: £nil).
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The notes on pages 11 to 17 form part of these financial statements.
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KNIGHTS BROWN GROUP LTD
REGISTERED NUMBER: 07137701
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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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 11 to 17 form part of these financial statements.
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KNIGHTS BROWN GROUP 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 11 to 17 form part of these financial statements.
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KNIGHTS BROWN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Knights Brown Group Ltd (no. 07137701) 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 that of an intermediate holding company.
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 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.
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.
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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.
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KNIGHTS BROWN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like 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.
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.
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.
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KNIGHTS BROWN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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.
Fees for the Company's statutory audit and other fees payable to the Company's auditor are incurred by Knights Brown Construction Ltd, a subsidiary company. Full details of auditor's remuneration is disclosed in the consolidated accounts of Knights Brown Group Holdings Limited.
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The Company has no employees other than the Directors, who did not receive any remuneration (2025 : £nil).
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Investment income relates to dividend income from Knights Brown Ltd.
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Current tax on profits for the year
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KNIGHTS BROWN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
6.Tax on profit (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2025: lower than) the standard rate of corporation tax in the UK of25% (2025:25%). The differences are explained below:
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Profit multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%)
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Movement in deferred tax not recognised
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Dividends paid on Ordinary shares
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Dividends paid on Ordinary shares of £1,500,000 per share (2025: £750,000 per share).
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KNIGHTS BROWN GROUP 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 were subsidiary undertakings of the Company:
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160 Christchurch Road, Ringwood, Hampshire, BH24 3AR
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Intermediate holding company
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Knights Brown Construction Ltd*
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160 Christchurch Road, Ringwood, Hampshire, BH24 3AR
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Civil engineering and construction
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Raymond Brown Buildings Ltd**
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160 Christchurch Road, Ringwood, Hampshire, BH24 3AR
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*Knights Brown Construction Ltd is an indirect subsidiary of Knights Brown Group Ltd as this is wholly owned by Knights Brown Ltd.
**Raymond Brown Building Ltd is an indirect subsidiary of Knights Brown Group Ltd as this is wholly owned by Knights Brown Construction Ltd.
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KNIGHTS BROWN GROUP 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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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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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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Allotted, called up and fully paid
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1 (2025: 1) Ordinary share of £1
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The ordinary shares entitle the holder of each to full voting right and no right to fixed income and capital.
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Profit & loss account
Profit and Loss Account includes all current and prior period retained profits and losses.
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Related party transactions
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The Company is exempt from the requirements of FRS 102 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.
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KNIGHTS BROWN GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The smallest and largest 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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