IRIS Accounts Production v24.2.0.383 11922190 Board of Directors Board of Directors 31.12.23 1.1.23 31.12.23 31.12.23 the manufacture and installation of specialist doorsets for healthcare, education and pharmaceutical and sales of related consumables. true true false true true false false false true false Ordinary A 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pure119221902022-12-31119221902023-12-31119221902023-01-012023-12-31119221902021-12-31119221902022-01-012022-12-31119221902022-12-3111922190ns16:EnglandWales2023-01-012023-12-3111922190ns15:PoundSterling2023-01-012023-12-3111922190ns11:Director12023-01-012023-12-3111922190ns11:Director22023-01-012023-12-3111922190ns11:Consolidated2023-12-3111922190ns11:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3111922190ns11:PrivateLimitedCompanyLtd2023-01-012023-12-3111922190ns11:FRS102ns11:Consolidated2023-01-012023-12-3111922190ns11:Auditedns11:Consolidated2023-01-012023-12-3111922190ns11:SmallCompaniesRegimeForAccounts2023-01-012023-12-3111922190ns11:Consolidatedns11:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3111922190ns11:LargeMedium-sizedCompaniesRegimeForAccountsns11:Consolidated2023-01-012023-12-3111922190ns11:FullAccounts2023-01-012023-12-311192219012023-01-012023-12-3111922190ns11:OrdinaryShareClass12023-01-012023-12-3111922190ns11:Consolidated2023-01-012023-12-3111922190ns11:Director32023-01-012023-12-3111922190ns11:CompanySecretary12023-01-012023-12-3111922190ns11:RegisteredOffice2023-01-012023-12-3111922190ns11:Consolidated2022-01-012022-12-3111922190ns6:CurrentFinancialInstruments2023-12-3111922190ns6:CurrentFinancialInstruments2022-12-3111922190ns6:Non-currentFinancialInstruments2023-12-3111922190ns6:Non-currentFinancialInstruments2022-12-3111922190ns6:ShareCapital2023-12-3111922190ns6:ShareCapital2022-12-3111922190ns6:RetainedEarningsAccumulatedLosses2023-12-3111922190ns6:RetainedEarningsAccumulatedLosses2022-12-3111922190ns6:ShareCapital2021-12-3111922190ns6:RetainedEarningsAccumulatedLosses2021-12-3111922190ns6:RetainedEarningsAccumulatedLosses2022-01-012022-12-3111922190ns6:RetainedEarningsAccumulatedLosses2023-01-012023-12-3111922190ns6:NetGoodwill2023-01-012023-12-3111922190ns6:CostValuation2022-12-3111922190ns6:WithinOneYearns6:CurrentFinancialInstruments2023-12-3111922190ns6:WithinOneYearns6:CurrentFinancialInstruments2022-12-3111922190ns6:BetweenOneTwoYearsns6:Non-currentFinancialInstruments2022-12-3111922190ns6:BetweenTwoFiveYearsns6:Non-currentFinancialInstruments2023-12-3111922190ns6:BetweenTwoFiveYearsns6:Non-currentFinancialInstruments2022-12-3111922190ns11:OrdinaryShareClass12023-12-31
REGISTERED NUMBER: 11922190 (England and Wales)















Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2023

for

SDS Protection (Holdings) Limited

SDS Protection (Holdings) Limited (Registered number: 11922190)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Statement of Comprehensive Income 10

Consolidated Statement of Financial Position 11

Company Statement of Financial Position 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Statement of Cash Flows 15

Notes to the Consolidated Statement of Cash Flows 16

Notes to the Consolidated Financial Statements 18


SDS Protection (Holdings) Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: D Blake
R James
R A Critchley





SECRETARY: D Woolsgrove





REGISTERED OFFICE: Chancery House
30 St Johns Road
Woking
Surrey
GU21 7SA





REGISTERED NUMBER: 11922190 (England and Wales)





AUDITORS: The Barnbrook Sinclair Partnership LLP
Chartered Accountants
Statutory Auditor
Chancery House
30 St Johns Road
Woking
Surrey
GU21 7SA

SDS Protection (Holdings) Limited (Registered number: 11922190)

Group Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report of the group for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity for the group in the year under review was that of the manufacture of specialist doorsets for healthcare, education and pharmaceutical.

REVIEW OF BUSINESS
The Board aims to present a review of the development and performance of the group during the year under review and its position at the year end. This review is consistent with the size and nature of the group and is written in the context of risks and uncertainties it faces.

The directors are pleased to report that whilst turnover increased slightly, a 4.1% increase, the gross profit margin increased by 23.6% over the previous year.

The group considers that its key performance indicators are those that communicate the financial performance and strength of the group, primarily turnover, gross profit, EBITDA, net assets and cash. The group achieved an increase in turnover with overall sales increasing from £11.2m to £11.8m; in addition, the group increased gross margin from 51.4% to 61.1% resulting in the gross profit increasing from £5.8m to £7.2m in the year.

The group continued to maintain control over its costs contributing to the group showing an EBITDA of £3.5m (2022: £2.7m).

The group's net assets increased very slightly from £1.52m to £1.54m.

The directors aim to maintain the group's existing management policies which have resulted in the group's successful period of trading. These policies include the intention to grow sales and maintain control over costs.

The directors are confident that the group will continue to trade profitably in the future. The continuing profitability has left the group in a sound financial position at the end of the year and is in line with the group's expectations. They anticipate further growth in 2024.

KEY PERFORMANCE INDICATORS
The group considers its Key Performance Indicators to be turnover, gross profit, net assets and cash.

2023 2022
£    £   

Sales 11,818,411 11,355,468

Gross profit 7,218,557 5,842,060

Gross profit margin 61.1% 51.4%

EBITDA 3,505,135 2,726,048

Net assets 1,537,980 1,522,426

Cash 1,330,429 1,010,649


SDS Protection (Holdings) Limited (Registered number: 11922190)

Group Strategic Report
for the Year Ended 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the group and the nature of its trading strategy are subject to a number of risks. The group operates a thorough risk assessment and management process which involves a formal review of all the risks identified and introducing processes to monitor and mitigate each risk, where possible.

The directors review the principal risks and uncertainties facing the group on a regular basis and ensure systems and policies are continuously updated to reflect any changes, they work in an efficient manner to minimise those risks and help achieve the group's objectives.

Cost inflation and supply chain
The group continues to have a strong supply chain system, which allows it to negotiate better purchasing terms and work with suppliers to improve supply chain efficiency. However, the group remains exposed to periods of cost inflation and continually assesses any risks identified with the aim of mitigating the threats these may have on the group's operations and profitability.

Principal financial instruments
The group's principal financial instruments comprise of bank balances, inventories, trade debtors, trade creditors, hire purchase finance and debenture loan notes. The main purpose of these instruments is to provide funds for the group's operations. Their existence exposes the group to a number of financial risks, which have been considered and are managed as follows:

Operational risk
Operational risk is the risk of a direct or indirect loss resulting from the inadequacies or failures of processes or controls due to technology, staff, organisation or external factors. To monitor and control operational risk, the group maintains a system of comprehensive policies and a control framework which is designed to provide a sound and well-controlled operational environment.

Liquidity risk
Liquidity risk is the risk that the group will have insufficient resources to meet its financial liabilities as they fall due. The group's strategy to managing liquidity risk is to ensure that the group has sufficient funds to meet all its potential liabilities as they fall due.

Interest rate risk
Interest rate risk is the risk that the financial performance of the group will be adversely affected by adverse fluctuations on interest rates being charged to the group on its financial instruments. The interest rate risk is managed by using fixed low interest rates on its borrowing. This is deemed sufficient to mitigate this risk.

Credit risk
The group has a significant and diverse customer base, ranging from large contractors to individual operations. The group works closely with a credit risk insurer whenever possible. This, combined with undertaking stringent credit checks, raising proforma invoices where considered appropriate and the implementation of further safeguards, where necessary, minimises credit risk.

Currency risk
Currency risk is the risk that the financial performance of the group will be adversely affected by adverse fluctuations in foreign currencies used by the group. The group has minimal exposure to foreign currency risk.


SDS Protection (Holdings) Limited (Registered number: 11922190)

Group Strategic Report
for the Year Ended 31 December 2023

GOING CONCERN
The group's business activities, together with the factors likely to affect its future development, performance and position are set out above. After making enquiries, the directors believe the group has sufficient resources to continue in operational existence for the foreseeable future.

The directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis.

ON BEHALF OF THE BOARD:





D Blake - Director


21 June 2024

SDS Protection (Holdings) Limited (Registered number: 11922190)

Report of the Directors
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

DIVIDENDS
Interim dividends of £1,660,000 (2022: £753,000) were paid in the year. The directors recommend that no final dividend be paid.

RESEARCH AND DEVELOPMENT
The group is engaged in ongoing research and development aimed at improving and developing the next generation of fire door systems for hospitals and clinical environments.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

D Blake
R James

Other changes in directors holding office are as follows:

R A Critchley was appointed as a director after 31 December 2023 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Report of the Directors
for the Year Ended 31 December 2023


AUDITORS
The auditors, The Barnbrook Sinclair Partnership LLP, have indicated their willingness to continue in office.

ON BEHALF OF THE BOARD:





D Blake - Director


21 June 2024

Report of the Independent Auditors to the Members of
SDS Protection (Holdings) Limited

Opinion
We have audited the financial statements of SDS Protection (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2023 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
SDS Protection (Holdings) Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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:

We obtained an understanding of the legal and regulatory framework that the company operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context include the Companies Act and tax legislation. In addition we considered the provisions of other laws and regulations that do not have an effect on the financial statements but compliance with which may be fundamental to the company's ability to incur or to avoid a material penalty, including the company's operating licences and environmental regulations.

Our procedures in response to the risks identified included reviewing the financial statements disclosures and testing supporting documentation to assess compliance with the provisions of relevant laws and regulations considered to have a direct effect in the financial statements, enquiring of management concerning actual or potential litigation and claims, performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud, reading minutes of meetings of those charged with governance, reviewing correspondence with relevant regulatory authorities and in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential audit risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
SDS Protection (Holdings) Limited


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Stuart Wright (Senior Statutory Auditor)
for and on behalf of The Barnbrook Sinclair Partnership LLP
Chartered Accountants
Statutory Auditor
Chancery House
30 St Johns Road
Woking
Surrey
GU21 7SA

24 June 2024

SDS Protection (Holdings) Limited (Registered number: 11922190)

Consolidated
Statement of Comprehensive
Income
for the Year Ended 31 December 2023

31/12/23 31/12/22
Notes £    £   

TURNOVER 3 11,818,411 11,355,468

Cost of sales (4,599,854 ) (5,513,408 )
GROSS PROFIT 7,218,557 5,842,060

Administrative expenses (5,282,800 ) (4,559,606 )
1,935,757 1,282,454

Other operating income 87,518 52,204
OPERATING PROFIT 5 2,023,275 1,334,658

Interest receivable and similar income 23,955 3
2,047,230 1,334,661

Interest payable and similar expenses 6 (191,362 ) (212,269 )
PROFIT BEFORE TAXATION 1,855,868 1,122,392

Tax on profit 7 (180,314 ) (239,291 )
PROFIT FOR THE FINANCIAL YEAR 1,675,554 883,101

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,675,554

883,101
Prior year adjustment 10 (4,489,595 )
TOTAL COMPREHENSIVE INCOME
SINCE LAST ANNUAL REPORT

(2,814,041

)

Profit attributable to:
Owners of the parent 1,675,554 883,101

Total comprehensive income attributable to:
Owners of the parent (2,814,041 ) 883,101

SDS Protection (Holdings) Limited (Registered number: 11922190)

Consolidated Statement of Financial Position
31 December 2023

31/12/23 31/12/22
Notes £    £   
FIXED ASSETS
Intangible assets 11 6,530,319 7,754,754
Tangible assets 12 2,158,536 2,155,130
Investments 13 - -
8,688,855 9,909,884

CURRENT ASSETS
Stocks 14 669,192 714,525
Debtors 15 1,783,479 991,099
Cash at bank and in hand 1,330,429 1,010,649
3,783,100 2,716,273
CREDITORS
Amounts falling due within one year 16 (3,515,753 ) (2,648,326 )
NET CURRENT ASSETS 267,347 67,947
TOTAL ASSETS LESS CURRENT
LIABILITIES

8,956,202

9,977,831

CREDITORS
Amounts falling due after more than one
year

17

(7,280,574

)

(8,338,251

)

PROVISIONS FOR LIABILITIES 21 (137,648 ) (117,154 )
NET ASSETS 1,537,980 1,522,426

CAPITAL AND RESERVES
Called up share capital 22 100 100
Retained earnings 23 1,537,880 1,522,326
SHAREHOLDERS' FUNDS 1,537,980 1,522,426

The financial statements were approved by the Board of Directors and authorised for issue on 21 June 2024 and were signed on its behalf by:




D Blake - Director



R James - Director


SDS Protection (Holdings) Limited (Registered number: 11922190)

Company Statement of Financial Position
31 December 2023

31/12/23 31/12/22
Notes £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 17,307,155 17,307,155
17,307,155 17,307,155

CURRENT ASSETS
Debtors 15 100 256,416
Cash at bank 442,343 7,358
442,443 263,774
CREDITORS
Amounts falling due within one year 16 (2,348,194 ) (1,068,557 )
NET CURRENT LIABILITIES (1,905,751 ) (804,783 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

15,401,404

16,502,372

CREDITORS
Amounts falling due after more than one
year

17

(7,170,000

)

(8,230,000

)
NET ASSETS 8,231,404 8,272,372

CAPITAL AND RESERVES
Called up share capital 22 100 100
Retained earnings 8,231,304 8,272,272
SHAREHOLDERS' FUNDS 8,231,404 8,272,372

Company's profit for the financial year 1,619,032 1,648,000

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 21 June 2024 and were signed on its behalf by:




D Blake - Director



R James - Director


SDS Protection (Holdings) Limited (Registered number: 11922190)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2022 100 1,392,225 1,392,325

Changes in equity
Dividends - (753,000 ) (753,000 )
Total comprehensive income - 5,372,696 5,372,696
Balance at 31 December 2022 100 6,011,921 6,012,021
Prior year adjustment - (4,489,595 ) (4,489,595 )
As restated 100 1,522,326 1,522,426

Changes in equity
Dividends - (1,660,000 ) (1,660,000 )
Total comprehensive income - 1,675,554 1,675,554
Balance at 31 December 2023 100 1,537,880 1,537,980

SDS Protection (Holdings) Limited (Registered number: 11922190)

Company Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2022 100 7,377,272 7,377,372

Changes in equity
Dividends - (753,000 ) (753,000 )
Total comprehensive income - 1,648,000 1,648,000
Balance at 31 December 2022 100 8,272,272 8,272,372

Changes in equity
Dividends - (1,660,000 ) (1,660,000 )
Total comprehensive income - 1,619,032 1,619,032
Balance at 31 December 2023 100 8,231,304 8,231,404

SDS Protection (Holdings) Limited (Registered number: 11922190)

Consolidated Statement of Cash Flows
for the Year Ended 31 December 2023

31/12/23 31/12/22
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,686,087 3,081,980
Interest paid (172,200 ) (196,400 )
Interest element of hire purchase payments
paid

(19,162

)

(15,869

)
Tax paid (228,955 ) (519,854 )
Net cash from operating activities 2,265,770 2,349,857

Cash flows from investing activities
Purchase of tangible fixed assets (130,932 ) (515,958 )
Sale of tangible fixed assets 500 32,300
Interest received 23,955 3
Net cash from investing activities (106,477 ) (483,655 )

Cash flows from financing activities
Loan repayments in year (960,000 ) (960,000 )
Capital repayments in year (114,671 ) (78,670 )
Amount introduced by directors 995,158 5,000
Amount withdrawn by directors (100,000 ) -
Equity dividends paid (1,660,000 ) (753,000 )
Net cash from financing activities (1,839,513 ) (1,786,670 )

Increase in cash and cash equivalents 319,780 79,532
Cash and cash equivalents at beginning of
year

2

1,010,649

931,117

Cash and cash equivalents at end of year 2 1,330,429 1,010,649

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Statement of Cash Flows
for the Year Ended 31 December 2023

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
31/12/23 31/12/22
£    £   
Profit before taxation 1,855,868 1,122,392
Depreciation charges 1,481,860 1,407,259
Profit on disposal of fixed assets (219 ) (24,369 )
Finance costs 191,362 212,269
Finance income (23,955 ) (3 )
3,504,916 2,717,548
Decrease/(increase) in stocks 45,333 (70,243 )
(Increase)/decrease in trade and other debtors (723,245 ) 407,946
(Decrease)/increase in trade and other creditors (140,917 ) 26,729
Cash generated from operations 2,686,087 3,081,980

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2023
31/12/23 1/1/23
£    £   
Cash and cash equivalents 1,330,429 1,010,649
Year ended 31 December 2022
31/12/22 1/1/22
£    £   
Cash and cash equivalents 1,010,649 931,117


SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Statement of Cash Flows
for the Year Ended 31 December 2023

3. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 1/1/23 Cash flow changes At 31/12/23
£    £    £    £   
Net cash
Cash at bank
and in hand 1,010,649 319,780 1,330,429
1,010,649 319,780 1,330,429
Debt
Finance leases (192,960 ) 114,671 (130,180 ) (208,469 )
Debts falling due
within 1 year (960,000 ) - - (960,000 )
Debts falling due
after 1 year (8,130,000 ) 960,000 - (7,170,000 )
(9,282,960 ) 1,074,671 (130,180 ) (8,338,469 )
Total (8,272,311 ) 1,394,451 (130,180 ) (7,008,040 )

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

SDS Protection (Holdings) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Change in accounting policy
The group has changed its accounting policy on the amortisation rate of the goodwill arising on the acquisition of its subsidiary. Previously an annual impairment review was carried out, with no amortisation charge made if there was indication of an impairment. In line with UK GAAP the revised policy is to write the goodwill off over the estimated useful economic life of 10 years. See Note 10 for the impact of the change in the accounting policy.

Going concern
After reviewing the group's cash position, forecasts and projections for a period of 12 months from the accounts signing date, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Basis of consolidation
The consolidated financial statements incorporate those of SDS Protection (Holdings) Ltd and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits). All financial statements are made up to 31 December 2023.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquiree plus costs directly attributable to the business combination.

Any excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets and liabilities is recognised as goodwill. In accordance with Financial Reporting Standard 102 goodwill arising on consolidation is not amortised but must be tested annually for impairment.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill represents the excess of the cost of a business combination over the fair value of the group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition.

Goodwill is carried at cost less accumulated amortisation and accumulated impairment losses. Goodwill amortisation is calculated by applying the straight line method to its estimated useful life. Goodwill is being amortised over a period of 10 years.

Goodwill is reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable or as otherwise required by relevant accounting standards.

Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of net realisable value and value-in-use, are recognised as impairments. Impairment losses are recognised in the profit and loss account.

Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at the following rates:-

Long leasehold - straight line over 50 years
Improvements to property - 10% on cost
Plant and machinery - 10% and 25% on cost
Motor vehicles - 33% on reducing balance

Residual value is calculated on prices prevailing at the reporting date, after estimated costs of disposal, for the asset as if it were at the age and in the condition expected at the end of its useful life.

Impairment of fixed assets
Fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable or as otherwise required by relevant accounting standards.

Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of net realisable value and value-in-use, are recognised as impairments. Impairment losses are recognised in the profit and loss account.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

The consolidated financial statements incorporate the financial statements of the company and entities (including special purpose entities) controlled by the group (its subsidiaries). Control is achieved where the group has the power to govern the financial and operating policies of an entity so as to obtain benefits for its activities.

The results of subsidiaries acquired or disposed of during the year are included in total comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate using accounting policies consistent with those of the parent. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements. Any impairment losses are recognised in the profit and loss account.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Stocks and work in progress
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. Work in progress and finished goods include labour and attributable overheads.

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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Foreign currencies
Transactions in currencies other than the functional currency (foreign currencies) are initially recorded at the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments
The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102, in full, to all of its financial instruments.

Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument, and are offset only when the group currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets
Debtors
Debtors which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price. Debtors are subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.

Where an arrangement with a debtor constitutes a financing transaction, the debtor is initially and subsequently measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

A provision for impairment of debtors is established when there is evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event accruing after the impairment loss was recognised, are recognised immediately in profit or loss.

Financial liabilities and equity
Creditors
Creditors which are payable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled.

Borrowings
Borrowings are initially recognised at the transaction price, including transaction costs, and subsequently measured at amortised cost using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and other similar charges.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Derecognition of financial assets and liabilities
A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires.

Dividends
Dividends are recognised as liabilities once they are no longer at the discretion of the company.

Critical accounting judgements and areas of judgement
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions
The group makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Valuation of investments
The most critical estimates and assumptions for investments relate to the determination of carrying values of unlisted investments at fair value through profit and loss. In determining this amount, the group applies the overriding concept that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm's length transaction. The nature, facts and circumstances of the investment drives the valuation methodology.

Valuation of inventories
Inventories are stated at the lower of cost and net realisable value. Estimates are made in respect of determining the net realisable value of inventories and so the amount of impairment losses. The directors have assessed the net realisable value of the group's inventories having regard to the age of the stock, the number of individual items held and the level of recent sales of stock lines. However the assessment of net realisable value is inherently subjective as it is made on the basis on previous sale activity which may in future not prove to be accurate.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31/12/23 31/12/22
£    £   
Specialist doorsets 11,818,411 11,205,511
Sale of PPE (discontinued) - 149,957
11,818,411 11,355,468

In the year to 31 December 2023 less than 3% (2022: less than 5%) of the group's turnover was to markets outside the United Kingdom.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

4. EMPLOYEES AND DIRECTORS
31/12/23 31/12/22
£    £   
Wages and salaries 2,859,333 2,350,003
Social security costs 296,141 247,273
Other pension costs 34,786 25,552
3,190,260 2,622,828

The average number of employees during the year was as follows:
31/12/23 31/12/22

Office 35 31
Production 29 30
64 61

31/12/23 31/12/22
£    £   
Directors' remuneration 17,400 16,650

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31/12/23 31/12/22
£    £   
Hire of plant and machinery 182,014 187,628
Depreciation - owned assets 183,137 151,929
Depreciation - assets on hire purchase contracts 74,288 30,895
Profit on disposal of fixed assets (219 ) (24,369 )
Goodwill amortisation 1,224,435 1,224,435
Auditors' remuneration 18,000 18,000
Operating lease rentals 158,000 158,000
Research and development 72,592 82,688

6. INTEREST PAYABLE AND SIMILAR EXPENSES
31/12/23 31/12/22
£    £   
Interest payable 172,200 196,400
Hire purchase 19,162 15,869
191,362 212,269

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31/12/23 31/12/22
£    £   
Current tax:
UK corporation tax 400,000 235,000
Prior year under / (over) provision (240,180 ) 89
Total current tax 159,820 235,089

Deferred tax 20,494 4,202
Tax on profit 180,314 239,291

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31/12/23 31/12/22
£    £   
Profit before tax 1,855,868 1,122,392
Profit multiplied by the standard rate of corporation tax in the UK of
23.500 % (2022 - 19 %)

436,129

213,254

Effects of:
Expenses not deductible for tax purposes 290,722 238,619
Adjustments to tax charge in respect of previous periods (240,180 ) 89


Patent box (345,954 ) (215,000 )
Other tax adjustments 39,597 2,329
Total tax charge 180,314 239,291

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
31/12/23 31/12/22
£    £   
Ordinary A shares of 0.1 each
Interim 1,660,000 753,000

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

10. PRIOR YEAR ADJUSTMENT

In the prior periods the goodwill arising on the acquisition of its subsidiary in April 2019 was carried at historical less impairment. As a result of a change in accounting policy to amortise the goodwill over the estimated useful economic life of 10 years the reserves brought forward as at 1 January 2022 have reduced from £4,657,385 to £1,392,225 and the profit for the year ended 31 December 2022 has reduced from £2,107,536 to £883,101 following an amortisation charge of £1,224,435.

11. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
Cost
At 1 January 2023
and 31 December 2023 12,244,349
Amortisation
At 1 January 2023 4,489,595
Amortisation for year 1,224,435
At 31 December 2023 5,714,030
Net book value
At 31 December 2023 6,530,319
At 31 December 2022 7,754,754

12. TANGIBLE FIXED ASSETS

Group
Improvements
Long to Plant and Motor
leasehold property machinery vehicles Totals
£    £    £    £    £   
Cost
At 1 January 2023 1,491,353 205,315 926,670 - 2,623,338
Additions - 14,779 116,153 130,180 261,112
Disposals - - (750 ) - (750 )
At 31 December 2023 1,491,353 220,094 1,042,073 130,180 2,883,700
Depreciation
At 1 January 2023 48,837 35,930 383,441 - 468,208
Charge for year 23,093 21,333 169,606 43,393 257,425
Eliminated on disposal - - (469 ) - (469 )
At 31 December 2023 71,930 57,263 552,578 43,393 725,164
Net book value
At 31 December 2023 1,419,423 162,831 489,495 86,787 2,158,536
At 31 December 2022 1,442,516 169,385 543,229 - 2,155,130

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

12. TANGIBLE FIXED ASSETS - continued

Group

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Improvements
to Plant and Motor
property machinery vehicles Totals
£    £    £    £   
Cost
At 1 January 2023 189,330 47,847 - 237,177
Additions - - 130,180 130,180
At 31 December 2023 189,330 47,847 130,180 367,357
Depreciation
At 1 January 2023 33,133 20,933 - 54,066
Charge for year 18,933 11,962 43,393 74,288
At 31 December 2023 52,066 32,895 43,393 128,354
Net book value
At 31 December 2023 137,264 14,952 86,787 239,003
At 31 December 2022 156,197 26,914 - 183,111

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
Cost
At 1 January 2023
and 31 December 2023 17,307,155
Net book value
At 31 December 2023 17,307,155
At 31 December 2022 17,307,155


SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

13. FIXED ASSET INVESTMENTS - continued


The company's subsidiary undertakings are:


Company
Country of
incorporation
Class of
shares

%
Specialist Door Solutions Ltd England Ordinary 100%
SDS Protection Ltd England Ordinary 100%

The financial statements of all subsidiaries are prepared to 31 December.

The registered office of the subsidiary undertakings is Chancery House, 30 St Johns Road, Woking, GU21 7SA. The principal place of business of the group is Unit 1, Bordon Trading Estate, Old Station Way, Bordon, GU35 9HH

The principal activity of Specialist Door Solutions Ltd is the sale of doors to hospitals and clinical environments.

SDS Protection Ltd ceased trading on 31 December 2022 and his been dormant since then. Prior to this the principal activity was the sale of PPE to hospitals and clinical environments.

14. STOCKS

Group
31/12/23 31/12/22
£    £   
Stocks 669,192 714,525

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31/12/23 31/12/22 31/12/23 31/12/22
£    £    £    £   
Trade debtors 1,192,233 802,517 - -
Amounts owed by group undertakings - - - 256,316
Other debtors 100 41,068 100 100
Tax 139,657 70,522 - -
Prepayments and accrued income 451,489 76,992 - -
1,783,479 991,099 100 256,416

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31/12/23 31/12/22 31/12/23 31/12/22
£    £    £    £   
Other loans (see note 18) 960,000 960,000 960,000 960,000
Hire purchase contracts (see note 19) 97,895 84,709 - -
Trade creditors 784,885 1,067,690 - -
Amounts owed to group undertakings - - 274,072 -
Social security and other taxes 122,035 85,170 8,610 2,855
VAT 281,680 114,286 - -
Other creditors and accruals 1,098 2,098 - -
Directors' current accounts 1,124,382 129,224 1,105,512 105,702
Accruals and deferred income 143,778 205,149 - -
3,515,753 2,648,326 2,348,194 1,068,557

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
31/12/23 31/12/22 31/12/23 31/12/22
£    £    £    £   
Other loans (see note 18) 7,170,000 8,130,000 7,170,000 8,130,000
Hire purchase contracts (see note 19) 110,574 108,251 - -
Directors' loan accounts - 100,000 - 100,000
7,280,574 8,338,251 7,170,000 8,230,000

18. LOANS

An analysis of the maturity of loans is given below:

Group Company
31/12/23 31/12/22 31/12/23 31/12/22
£    £    £    £   
Amounts falling due within one year or on demand:
Other loans 960,000 960,000 960,000 960,000
Amounts falling due between one and two years:
Other loans - 1-2 years 960,000 960,000 960,000 960,000
Amounts falling due between two and five years:
Other loans - 2-5 years 2,880,000 2,880,000 2,880,000 2,880,000
Amounts falling due in more than five years:
Repayable by instalments
Other loans more 5yrs instal 3,330,000 4,290,000 3,330,000 4,290,000

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
31/12/23 31/12/22
£    £   
Gross obligations repayable:
Within one year 108,284 94,548
Between one and five years 113,379 112,559
221,663 207,107

Finance charges repayable:
Within one year 10,389 9,839
Between one and five years 2,805 4,308
13,194 14,147

Net obligations repayable:
Within one year 97,895 84,709
Between one and five years 110,574 108,251
208,469 192,960

Group
Non-cancellable operating leases
31/12/23 31/12/22
£    £   
Within one year 332,361 327,609
Between one and five years 187,780 508,262
520,141 835,871

20. SECURED DEBTS

The Other Loans are repayable by month instalments of £80,000 at a fixed interest rate of 2% per annum.

Obligations under finance leases and hire purchase contracts are secured by related assets.

The group has a bank overdraft facility of £500,000 which is secured on the group's leasehold property. The overdraft facility was not being used at the balance sheet date.

21. PROVISIONS FOR LIABILITIES

Group
31/12/23 31/12/22
£    £   
Deferred tax 137,648 117,154

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

21. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 January 2023 117,154
Provided during year 20,494
Balance at 31 December 2023 137,648

Deferred tax has arisen due to accelerated capital allowances. The timing of the reversal of the provision is uncertain due to the offset of excess depreciation of existing assets and accelerated capital allowances being claimed on future purchases.

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31/12/23 31/12/22
value: as restated
£    £   
1,000 Ordinary A 0.1 100 100

The company's shares, which carry no right to fixed income, each carry the right to one vote at general meetings of the company.

23. RESERVES

Group
Retained
earnings
£   

At 1 January 2023 6,011,921
Prior year adjustment (4,489,595 )
1,522,326
Profit for the year 1,675,554
Dividends (1,660,000 )
At 31 December 2023 1,537,880

Reserves of the group represent the following:

Retained earnings
The cumulative profit and loss net of distributions to owners.

24. CONTINGENT LIABILITIES

Under the terms of a share purchase and variation agreement entered into in February 2021, upon transfer of a majority of the issued shares in SDS Protection (Holdings) Limited to a third party (other than a buyer or a connected person) the company shall pay an exit obligation payment of up to £6m.

The shareholders have no plans to sell to a third party and as a sale is not probable at this time no provision has been made in respect of this contingent liability.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

25. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

Included in creditors is an amount of £615,073 (2022: £169,367) due to Mr D Blake and an amount of £509,309 (2022: £54,857) due to Mr R James, both are directors of the company. Interest of £nil (2022: £5,000) was charged in the period by Mr D Blake on the loan amount due in more than one year.

26. ULTIMATE CONTROLLING PARTY

The group and company is controlled by its board of directors.