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Knights Brown Group Holdings Limited
Registered number: 15817526
Annual Report
For the year ended 31 March 2026
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The Directors present their Strategic Report of Knights Brown Group Holdings Limited and its subsidiaries (the 'Group') for the year ended 31 March 2026. The results for 31 March 2025 are presented as though the Group existed for the whole of the accounting period to show a true and fair position through the use of merger accounting.
Knights Brown is an independent civil engineering and construction group delivering complex, high-value projects in coasts & ports, energy, water, infrastructure and buildings across southern England, Wales and the UK's energy network. The Group 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 Group’s key performance indicators were as follows:
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Investors in People Accreditation
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The Group 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 55% to £4.5 million (2025: £2.9 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 Group 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 Group’s customer base and sector mix.
The Group 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 Group reinforces its HSQE culture through visible on site leadership, coaching and challenging behaviour, and building understanding through daily briefings, toolbox talks and targeted campaigns.
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
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 Group’s success. The Group retained its IIP Gold status, reflecting its commitment and organisational development.
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 group’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 Group 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 group’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 group has sufficient cash resources to continue operating profitably for the foreseeable future.
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
This report was approved by the board and signed on its behalf by:
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The Directors present their report and the audited consolidated financial statements of Knights Brown Group Holdings Limited (the 'Group') for the year ended 31 March 2026.
The principal activity of the Company is that of acting as a holding company and 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 £3,044,000 (2025: £2,631 000).
Dividends of £1,268,000 have been paid to shareholders of Knights Brown Group Holdings Limited (2025: £573,000).
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 Group Strategic Report, the Directors' Report and the consolidated financial statements of Knights Brown Group Holdings Limited (the 'Group') in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements of Knights Brown Group Holdings Limited (the 'Group') for each financial year. Under that law the Directors have elected to prepare the financial statements of Knights Brown Group Holdings Limited (the 'Group') 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 of Knights Brown Group Holdings Limited (the 'Group') unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements of Knights Brown Group Holdings Limited (the 'Group'), the Directors are required to:
∙select suitable accounting policies for the Group'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 of Knights Brown Group Holdings Limited (the 'Group') on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
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 the Group and to enable them to ensure that the comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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 and is not reliant on its existing £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 Group'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 Group'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 Group'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 identifying 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 'Rights Works' Awards and Outstanding Contribution Awards
°Ad hoc 'Rights 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 Group prioritises long-term, mutually beneficial relationships with customers and supply chain partners. Its customer satisfaction review process supports this goal.
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
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.
Community interests
The Group 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 through:
∙Partnerships 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 Group'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 Group’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 Group 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 to 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:
°ICE approved graduate training.
°Early careers 'Aspire' programme.
°Civil engineering groundworks apprenticeships.
Details of the number of staff employed and related costs are set out in note 8.
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
The Group’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.
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.
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 vehicles use only)
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Scope 3 (private 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 Group’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.
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Scope 3 emissions reported relate solely to business travel undertaken in privately owned vehicles. These emissions are reported voluntarily and do not represent the Group'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 Group Holdings Limited.
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 Group's 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 Group’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 Group’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 Groups’s sites as progress continues to embed sustainable practices as business as usual.
Matters covered in the Strategic Report
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The Group has chosen in accordance with Companies Act 2006, s414C(11) to set out in the 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.
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Provision of information to auditors
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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 and the Group'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 and the Group's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group 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 HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN GROUP HOLDINGS LIMITED
Opinion
We have audited the financial statements of Knights Brown Group Holdings Limited (the ‘Company’) for the year ended 31 March 2026 which comprise the Group Statement of Comprehensive Income, the Group and Company Statement of Financial Positions, the Group and Company Statement of Changes in Equity, the Group Consolidated Statement of Cash Flows 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 the Group's 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 HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN GROUP HOLDINGS LIMITED
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 HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN GROUP HOLDINGS LIMITED
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 group and parent company and its industry, we considered that non-compliance 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, the Companies Act 2006.
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KNIGHTS BROWN GROUP HOLDINGS LIMITED
In addition, 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 long term contract accounting, revenue recognition (which we pinpointed to the accuracy assertion), 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 behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
Merck House
Seldown Lane
Poole
BH15 1TW
22 July 2026
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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3 July 2024 to 31 March 2025
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Amortisation of goodwill and customer relationships
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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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Profit for the year attributable to:
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Owners of the parent Company
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There were no recognised gains and losses for 2026 or 2025 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2026 (2025: £nil).
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The notes on pages 22 to 46 form part of these financial statements.
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 15817526
CONSOLIDATED 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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Net current assets/(liabilities)
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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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Merger accounting reserve
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- 15 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 15817526
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 46 form part of these financial statements.
- 16 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 15817526
COMPANY 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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Total assets less current liabilities
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Share based payment reserve
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Profit and loss account brought forward
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Other changes in the profit and loss account
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Profit and loss account carried forward
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The Company has elected to take exemption under section 408 of the Companies Act not to present a Statement of Comprehensive income. The result for the year of Knights Brown Group Holdings Ltd was a profit of £1,489,000 (2025: profit for the period £639,000).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 46 form part of these financial statements.
- 17 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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Merger accounting reserve
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Comprehensive income for the period
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Total comprehensive income for the year
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Dividends: Equity capital
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Non equity consideration paid
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 22 to 46 form part of these financial statements.
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- 18 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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Share based payment reserve
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Comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Shares issued on incorporation
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Share based payment award to employees of subsidiary
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Comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Share based payment award to employees of subsidiary
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Total transactions with owners
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The notes on pages 22 to 46 form part of these financial statements.
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- 19 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
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3 July 2024 to 31 March 2025
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Cash flows from operating activities
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Profit for the financial year/period
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Amortisation of intangible assets
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Depreciation of tangible assets
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(Profit)/loss on disposal of tangible assets
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(Increase)/decrease in stocks
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(Increase)/decrease in debtors
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Corporation tax (paid)/received
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of finance leases
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Cash consideration paid on group reorganisation
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Ordinary shares cancelled/redeemed
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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- 20 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 22 to 46 form part of these financial statements.
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- 21 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Knights Brown Group Holdings Limited (no. 15817526) 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 acting as a holding company and 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.
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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Group operates and is rounded to the nearest thousand pounds.
The following principal accounting policies have been applied:
- 22 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. lntercompany transactions and balances between group companies are therefore eliminated in full.
Comparative information has been presented so as to show the underlying performance and position of the combining entities in the prior year, regardless of the fact that the parent company, Knights Brown Group Holdings Limited, did not exist.
The accounting policy adopted by the Directors applies the principles of FRS 102 Section 19 in identifying the accounting parent as Knights Brown Holdings Ltd and the presentation of the Group consolidated statements of the Company (the legal parent) as a continuation of financial statements of the accounting parent or legal subsidiary (Knights Brown Holdings Ltd). This policy reflects the commercial substance of this transaction as follows:
- The original shareholders of the legal subsidiary undertaking were the most significant shareholders after the transaction.
- The assets and liabilities of the legal subsidiary Knights Brown Holdings Ltd are recognised and measured in the Group Financial Statements at the pre-combination carrying amounts without restatement to fair value.
- The retained earnings and other equity balances recognised in the Group Financial Statements reflect the retained earnings and other equity balances of the Group applied under merger accounting.
- The results of the year from 1 April 2023 to the date of the business combination are those of Knights Brown Holdings Ltd and its subsidiaries.
- The equity structure appearing in the Group Financial Statements reflects the equity structure of the legal parent.
In preparing these accounts the Company has departed from the acquisition method of accounting for business combinations rules under section 19 of FRS 102.
(i) The management conclude that the financial statements presented give a true and fair view of the entity's financial position.
(ii) Nature of departure: the assets and liabilities of the legal acquiree have not been bought in at fair value, and no recognition for goodwill (as the difference between the consideration paid by legal parent and the fair value of the legal acquiree's net assets) has been made and it is considered impractical to quantify the effect.
- 23 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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Basis of consolidation (continued)
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(iii) Reason for departure: the departure has been taken as the Directors concluded the treatment required would not show a true and fair view and hence have applied the principles of merger accounting.
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 Group. 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 our existing £5m revolving credit facility. Details of the revolving credit facility are in note 20.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 basis and reflected in the Consolidated Statement of Comprehensive Income by recording turnover and related costs as contracts 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 Group's valuation of work done.
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Operating leases: the Group as lessee
|
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.
- 24 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to 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.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
- 25 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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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 and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.
Other intangible assets
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.
- 26 -
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|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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Intangible assets (continued)
|
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:
Amortisation charges during the year are recognised in 'administration expenses' in the Consolidated 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 Group 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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S/Term Leasehold Property
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1 to 6 years straight line basis
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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 in profit or loss.
Tangible fixed assets depreciation is recorded in 'administrative expenses' in the Consolidated Statement of Comprehensive income.
Investments in subsidiaries are measured at cost less accumulated impairment.
- 27 -
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|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
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
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 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.
In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
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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Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
- 28 -
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|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” and Section 12 “Other Financial Instruments Issues” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's statement of financial position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
- 29 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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.
- 30 -
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|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
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 Group and 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.
Customer relationship
Long standing relationships with customers have been valued based upon a discounted cash flow model. Cash flows are based upon expected margins obtainable from the relationships held.
The whole of the turnover is attributable to the principal activity of the Group.
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All turnover arose within the United Kingdom and from long term contracts.
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3 July 2024 to 31 March 2025
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The other operating income of £154,000 (2025: £18,000) of the group relates to the profit on sale of fixed assets.
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- 31 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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The operating profit is stated after charging:
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3 July 2024 to 31 March 2025
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Depreciation on tangible fixed assets
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Amortisation of intangible assets
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Other operating lease rentals
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During the year, the Group obtained the following services from the Company's auditor:
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3 July 2024 to 31 March 2025
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Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditor in respect of:
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Taxation compliance services
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- 32 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Staff costs, including 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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3 July 2024 to 31 March 2025
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Average number of group employees
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The Company has no employees other than the Directors, who did not receive any remuneration (2024: £NIL)
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3 July 2024 to 31 March 2025
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 4 Directors (2025: 4) 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 Group'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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The Directors are considered to be the only key management personnel of the Group and the Company.
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- 33 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Interest receivable and similar income
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3 July 2024 to 31 March 2025
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Interest payable and similar expenses
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3 July 2024 to 31 March 2025
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Finance leases and hire purchase contracts
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- 34 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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3 July 2024 to 31 March 2025
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Current tax on profits for the year/period
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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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- 35 -
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KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
12.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 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, other than goodwill amortisation and impairment
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Adjustments to tax charge in respect of prior periods
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Non-taxable deductible: amortisation of goodwill and impairment
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Adjustments to tax charge in respect of prior periods -deferred tax
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Total tax charge for the year/period
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
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3 July 2024 to 31 March 2025
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Dividends of £1,268,000 (2025: £573,000) were paid to the shareholders of Knights Brown Group Holdings Limited. In 2025 dividends of £107,000 were paid to the shareholders of Knights Brown Holdings Ltd prior to the reorganisation.
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- 36 -
|
|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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Assets in course of construction
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Transfers between classes
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The Company had no intangible fixed assets at 31 March 2026 (2025: £nil).
|
- 37 -
|
|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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S/Term leasehold property
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Transfers between classes
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Included within the net book value of £4,540,000 (2025: £2,652,000) 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).
The Company had no tangible fixed assets at 31 March 2026 (2025: £nil).
|
- 38 -
|
|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Knights Brown Holdings Ltd
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Intermediate holding company
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Intermediate holding company
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Intermediate holding company
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Intermediate holding company
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Knights Brown Construction Ltd*
|
Civil engineering and construction
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Raymond Brown Building Ltd*
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*These entities are held indirectly via Knights Brown Holdings Ltd.
All entities have a Registered Office of: 160 Christchurch Road, Ringwood, Hampshire, BH24 3AR.
|
- 39 -
|
|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
Raw materials and consumables
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
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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 and shareholders are unsecured, interest free and are repayable on demand.
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Cash and cash equivalents
|
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|
- 40 -
|
|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
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.
The loan notes that arose on the acquisition of the shares in Knights Brown Holdings Ltd, incurring interest at 10%, were repaid in April 2025.
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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Net obligations under finance leases and hire purchase contracts
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|
|
The finance lease and hire agreements are secured against the assets to which they relate.
- 41 -
|
|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
Hire purchase and finance leases
|
|
|
Minimum lease payments under hire purchase fall due as follows:
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Cash and cash equivalents
|
|
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|
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Financial assets measured at amortised cost
|
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Other financial liabilities measured at amortised cost
|
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|
|
Financial assets measured at amortised cost comprise cash, trade debtors, amounts owed by group undertakings and other debtors.
Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group undertakings, other creditors and accruals.
There is a group set-off arrangement in place between Knights Brown Group Holdings Limited, Knights Brown Holdings Ltd, Knights Brown UK Ltd, Knights Brown Group Ltd, Knights Brown Ltd, Knights Brown Construction Ltd and Raymond Brown Building Ltd. The items of security comprise of a cross-guarantee and a debenture between the entities above.
- 42 -
|
|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
|
|
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|
Charged to profit or loss
|
|
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|
|
The Company has no deferred taxation as at 31 March 2026 (2025: £nil).
The provision for deferred taxation is made up as follows:
|
|
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|
|
|
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|
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|
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|
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|
|
Accelerated capital allowances
|
|
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|
|
Short term timing differences
|
|
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|
|
Allotted, called up and fully paid
|
|
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|
|
100,000 (2025: 100,000) Ordinary shares of £1.00 each
|
|
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|
|
1 (2025: 1) Ordinary A share of £1.00
|
|
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|
|
17,967,000 (2025: 17,967,000) Preference shares of £1.00 each
|
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- 43 -
|
|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
26.Called up share capital (continued)
|
|
Summary of class rights
Ordinary shares carry full voting rights. The aggregate voting rights attaching to the Ordinary Shares as a class are one vote for each share held. After payment in full of the Preference Dividend accrued from time to time, any profits resolved to be distributed in any financial year or period shall be distributed amongst the Ordinary Shareholders pari passu as one class. The Ordinary shares have no right of redemption.
The A Ordinary share carries no dividend or voting rights. The A Ordinary Share has a variable value on exit capped at a maximum of £2.5m. The A Ordinary share has no right of redemption.
Preference shares do not have attached to them any voting rights. The Preference shares carry a fixed 7% dividend which is payable at the option of the Company after full repayment of the loan notes. The Preference shares have no right of redemption.
|
Share premium account
This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.
Capital redemption reserve
The capital redemption reserve is a non-distributable reserve and represents paid up share capital.
Share based payment reserve
The share-based payment reserve represents the cumulative value of equity-settled share-based payments provided to employees and directors, as measured at the grant date fair value of the equity instruments issued. This reserve is recognised over the vesting period of the awards and is not distributable.
Merger accounting reserve
The merger reserve represents the difference between the nominal value of shares issued and the fair value of the consideration received in a business combination where merger relief under section 612 of the Companies Act 2006 has been applied. This reserve is non-distributable and is presented within equity.
Profit & loss account
Profit and loss account includes all current and prior period retained profits and losses.
At 31 March 2026 the Group had capital commitments of £nil to purchase plant and motor vehicles. (2025: £1,998,000).
- 44 -
|
|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £781,000 (2025: £727,000). At the year end, contributions totalling £162,000 (2025: £126,000) were outstanding and included within other creditors.
|
|
Commitments under operating leases
|
|
|
At 31 March 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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|
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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
|
|
|
The Group is exempt from the requirements of FRS 102 section 33 to disclose transactions with wholly owned members of the Group on the grounds that the subsidiaries are 100% owned within the Group.
However, there were the following related party transactions that had taken place during the year:
The Group 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 Group, is a member. The rent charge is made on an arms length basis.
There was also £1,268,000 (2025: £573,000) of ordinary dividends paid in the year to shareholders.
|
- 45 -
|
|
KNIGHTS BROWN GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
The Directors do not consider there to be an ultimate controlling party of Knights Brown Group Holdings Ltd.
- 46 -
|