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REGISTERED NUMBER: 10893427 (England and Wales)















ARMORGARD HOLDINGS LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023






ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

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 3

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


ARMORGARD HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: B Mitchell
P R Mitchell
R Mitchell
T Mitchell
W Mitchell





REGISTERED OFFICE: Unit 14-16 Fareham Industrial Park
Standard Way
Fareham
Hampshire
PO16 8XB





REGISTERED NUMBER: 10893427 (England and Wales)





AUDITORS: Rothmans Audit LLP
Statutory Auditors
Chartered Accountants
Fryern House
125 Winchester Road
Chandlers Ford
Hampshire
SO53 2DR

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023


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

REVIEW OF BUSINESS
The principal activity of the Group is that of selling niche products in the construction industry and developing high quality products for secure storage. The products are quality tested and ergonomically designed. The Group grows from strength to strength, given the innovative development of products. The Group is constantly looking to open up markets not only in the UK but overseas.

The Group has launched new innovative products, and expanded into new markets during the year, which has contributed to the increase in turnover and operating profit. The Group's mission has continued to be security and safety on construction sites.

The outlook for the Group is positive. The directors plan to continue to develop the corporate activities over the coming year, and will continue to invest in the business to keep the Armorgard brand at the forefront of the market.

Turnover for the year was £25,070,063, an increase of 23% over the previous year's turnover of £20,319,052. The Group's profit before tax for the financial year was £3,824,479 (2022: £2,442,139).

The net assets of the Group were £12,839,061 (2022: £11,132,393).

PRINCIPAL RISKS AND UNCERTAINTIES
The main risk to the Group is that of fluctuations in exchange rates and in general economic conditions. Specific risks include the impact of legislation and the loss of key personnel. The board of directors will continue to actively monitor these on an ongoing basis.

The Group's fiduciary management of cash flow is closely monitored and all risks are identified and addressed.

The other risks and uncertainties to the business relate to the Russia Ukraine conflict but the Group is monitoring this closely. The risks surrounding the supply chain and any future trading issues with suppliers, who are likely to be impacted by the broad impacts of the geographical disruption and inflation, are also being monitored.

KEY PERFORMANCE INDICATORS
The directors monitor the business using a combination of both financial and non-financial key performance indicators. Key performance indicators include turnover, profit before tax and net assets.

The key performance indicators tracked by the directors are included in the Review of Business above.

ON BEHALF OF THE BOARD:





T Mitchell - Director


25 September 2024

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

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
Ordinary dividends were paid amounting to £1,500,000 (2022: £1,000,000). The directors do not recommend payment of a further dividend.

RESEARCH AND DEVELOPMENT
The Group continues to invest in R&D activities, having its own internal team based in Fareham. The R&D work involves the design and development of innovative and market leading products for use in the construction industry.

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

B Mitchell
P R Mitchell
R Mitchell
T Mitchell
W Mitchell

FUTURE DEVELOPMENTS
The directors anticipate the business environment will remain competitive. They believe that the Group is in a good financial position and that the risks that have been identified are being well managed. With focus on the development of new products as well as continuing review of the state of the market and the activities of competitors, the directors are confident in the Group's ability to maintain and build on this position.

FINANCIAL INSTRUMENTS RISKS
The Group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities. The Group does not enter into any formally designated hedging arrangements and has a risk management programme that seeks to limit the adverse effects on the financial performance of the Group.

Price risk
The Group is exposed to the risk of stock pricing due to general economic or industry specific factors, as are all businesses in this industry. The directors mitigate this risk by ensuring they only carry stock of a suitable profile, and closely monitor the ageing of stock to ensure a suitable stock turn is maintained.

Credit risk
The directors mitigate credit risk by carrying our credit checks, regularly reviewing aged and overdue accounts, and taking out credit insurance.

Liquidity / cash flow risk
The directors manage this risk by ensuring sufficient funds are available to meet amounts due.

THIRD PARTY INDEMNITIES
Qualifying third party indemnity provisions for the benefit of the directors were in force during the year under review and remain in force as at the date of approval of the financial statements.

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.


ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued
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.

AUDITORS
The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





T Mitchell - Director


25 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ARMORGARD HOLDINGS LIMITED


Opinion
We have audited the financial statements of Armorgard Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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
ARMORGARD 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 pages three and four, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ARMORGARD HOLDINGS LIMITED


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 Group operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect of the operations of the Group. The key laws and relations we considered in this context included the UK Companies Act and Health & Safety regulations.

Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as the completeness of revenue. Audit procedures were designed to ensure all of the risks were addressed.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

o enquiring of management as to actual and potential litigation and claims; and

o reviewing any correspondence with regulators and the Group's legal advisors.

To address the risk of fraud through management bias and override of controls, we:

o performed analytical procedures to identify any unusual or unexpected relationships;

o tested journal entries to identify unusual transactions; and

o assessed whether judgements and assumptions contained any indication of potential bias.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

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.




Robin Lloyd (Senior Statutory Auditor)
for and on behalf of Rothmans Audit LLP
Statutory Auditors
Chartered Accountants
Fryern House
125 Winchester Road
Chandlers Ford
Hampshire
SO53 2DR

25 September 2024

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £ £ £ £

TURNOVER 3 25,070,063 20,319,052

Cost of sales 13,555,547 12,542,334
GROSS PROFIT 11,514,516 7,776,718

Exceptional items 867,764 -
Administrative expenses 6,936,976 5,319,256
7,804,740 5,319,256
3,709,776 2,457,462

Other operating income 4 16,444 3,480
OPERATING PROFIT 6 3,726,220 2,460,942

Income from interest in associated
undertakings

-

(28,783

)
Interest receivable and similar income 106,646 11,205
106,646 (17,578 )
3,832,866 2,443,364

Interest payable and similar expenses 8 8,387 1,225
PROFIT BEFORE TAXATION 3,824,479 2,442,139

Tax on profit 9 623,735 187,916
PROFIT FOR THE FINANCIAL YEAR 3,200,744 2,254,223
Profit attributable to:
Owners of the parent 3,200,744 2,254,223

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £ £

PROFIT FOR THE YEAR 3,200,744 2,254,223


OTHER COMPREHENSIVE INCOME
Exchange adjustment on consolidation 5,925 3,440
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

5,925

3,440
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

3,206,669

2,257,663

Total comprehensive income attributable to:
Owners of the parent 3,206,669 2,257,663

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £ £ £ £
FIXED ASSETS
Intangible assets 12 6,198 156,583
Tangible assets 13 965,881 995,060
Investments 14 - -
972,079 1,151,643

CURRENT ASSETS
Stocks 15 4,261,766 2,286,720
Debtors 16 5,633,818 4,873,807
Cash at bank and in hand 7,754,405 6,608,693
17,649,989 13,769,220
CREDITORS
Amounts falling due within one year 17 5,255,414 3,257,551
NET CURRENT ASSETS 12,394,575 10,511,669
TOTAL ASSETS LESS CURRENT
LIABILITIES

13,366,654

11,663,312

CREDITORS
Amounts falling due after more than one
year

18

(364,761

)

(368,424

)

PROVISIONS FOR LIABILITIES 21 (162,832 ) (162,495 )
NET ASSETS 12,839,061 11,132,393

CAPITAL AND RESERVES
Called up share capital 22 910 910
Retained earnings 23 12,838,151 11,131,483
12,839,061 11,132,393

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2024 and were signed on its behalf by:





T Mitchell - Director


ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

COMPANY BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £ £ £ £
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 - -
Investments 14 9,917 81,226
9,917 81,226

CURRENT ASSETS
Debtors 16 8,064,995 7,789,399
Cash at bank 4,656,929 2,944,926
12,721,924 10,734,325
CREDITORS
Amounts falling due within one year 17 1,614,829 847,052
NET CURRENT ASSETS 11,107,095 9,887,273
TOTAL ASSETS LESS CURRENT
LIABILITIES

11,117,012

9,968,499

CREDITORS
Amounts falling due after more than one
year

18

364,761

368,424
NET ASSETS 10,752,251 9,600,075

CAPITAL AND RESERVES
Called up share capital 22 910 910
Retained earnings 23 10,751,341 9,599,165
10,752,251 9,600,075

Company's profit for the financial year 2,652,176 1,990,356

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2024 and were signed on its behalf by:





T Mitchell - Director


ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

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 910 9,873,820 9,874,730

Changes in equity
Dividends - (1,000,000 ) (1,000,000 )
Total comprehensive income - 2,257,663 2,257,663
Balance at 31 December 2022 910 11,131,483 11,132,393

Changes in equity
Dividends - (1,500,000 ) (1,500,000 )
Total comprehensive income - 3,206,669 3,206,669
Balance at 31 December 2023 910 12,838,152 12,839,062

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

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 910 8,608,809 8,609,719

Changes in equity
Dividends - (1,000,000 ) (1,000,000 )
Total comprehensive income - 1,990,356 1,990,356
Balance at 31 December 2022 910 9,599,165 9,600,075

Changes in equity
Dividends - (1,500,000 ) (1,500,000 )
Total comprehensive income - 2,652,176 2,652,176
Balance at 31 December 2023 910 10,751,341 10,752,251

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 3,529,346 3,895,035
Interest paid (1,138 ) (1,225 )
Tax paid (720,404 ) (219,715 )
Net cash from operating activities 2,807,804 3,674,095

Cash flows from investing activities
Purchase of intangible fixed assets - (173,037 )
Purchase of tangible fixed assets (268,738 ) (899,957 )
Sale of tangible fixed assets - 1,020
Interest received 106,646 9,007
Net cash from investing activities (162,092 ) (1,062,967 )

Cash flows from financing activities
New loans in year - 368,424
Equity dividends paid (1,500,000 ) (1,000,000 )
Net cash from financing activities (1,500,000 ) (631,576 )

Increase in cash and cash equivalents 1,145,712 1,979,552
Cash and cash equivalents at beginning
of year

2

6,608,693

4,629,141

Cash and cash equivalents at end of year 2 7,754,405 6,608,693

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
£ £
Profit before taxation 3,824,479 2,442,139
Depreciation charges 285,869 311,565
Loss/(profit) on disposal of fixed assets 190 (288 )
Amortisation 36,673 26,784
Movement in provisions 744,210 -
Fixed asset impairments 123,554 -
Finance costs 8,387 1,225
Finance income (106,646 ) 17,578
4,916,716 2,799,003
Increase in stocks (2,150,046 ) (164,797 )
(Increase)/decrease in trade and other debtors (1,232,216 ) 771,767
Increase in trade and other creditors 1,994,892 489,062
Cash generated from operations 3,529,346 3,895,035

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31/12/23 1/1/23
£ £
Cash and cash equivalents 7,754,405 6,608,693
Year ended 31 December 2022
31/12/22 1/1/22
£ £
Cash and cash equivalents 6,608,693 4,629,141


3. ANALYSIS OF CHANGES IN NET FUNDS

Other
non-cash
At 1/1/23 Cash flow changes At 31/12/23
£ £ £ £
Net cash
Cash at bank
and in hand 6,608,693 1,145,712 7,754,405
6,608,693 1,145,712 7,754,405
Debt
Debts falling due
after 1 year (368,424 ) - 3,663 (364,761 )
(368,424 ) - 3,663 (364,761 )
Total 6,240,269 1,145,712 3,663 7,389,644

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. STATUTORY INFORMATION

Armorgard Holdings Limited is a private company, limited by shares, incorporated in England and Wales. The registered office address is Units 14-16 Fareham Industrial Park, Standard Way, Fareham, Hampshire, PO16 8XB.The company's registered number is 10893427.

The principal activity of the Group is that of the manufacture of fabricated metal products.

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.

The presentation currency is £ sterling.

Going concern
The financial statements have been prepared on the going concern basis.

Financial reporting standard 102 - reduced disclosure exemptions
The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

o the requirements of Section 7 Statement of Cash Flows;
o the requirement of paragraph 3.17(d);
o the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c)
o the requirement of paragraph 33.7.

Basis of consolidation
The group financial statements consolidate the financial statements of Armorgard Holdings Limited and all its subsidiary undertakings. These financial statements are made up to 31 December 2023.

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. See Note 10 for further details.

Unless otherwise stated, the acquisition method of accounting has been adopted. Under this method the results of the subsidiary companies acquired or disposed of in the year are included in the Consolidated Income Statement from the date of acquisition or up to the date of disposal.

Investments in associate undertakings are recognised using the equity accounting method. After initial investment being recognised at cost, the share of profit or loss, other comprehensive income and possible impairment losses will account for an increase/decrease in the net book value of the investment.

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Leases

A lease that does not transfer substantially all of the risks and rewards of ownership is classified as an
operating lease and is therefore not included on the balance sheet.

Other key sources of estimation uncertainty

Tangible fixed assets



Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as market conditions, the remaining life of the asset and projected disposal values.

Turnover
Turnover represents net sales during the year (excluding Value Added Tax) adjusted for accrued and deferred income where applicable.

Turnover is derived from the sale of secure boxes and is recognised upon despatch of the goods.

Intangible fixed assets
Intangible fixed assets are initially measured at cost. After initial recognition, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intangible fixed assets are amortised over their estimated useful life of 5 years.

Tangible fixed assets
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.

The cost of tangible fixed assets initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by management.

Depreciation is provided to write off the cost, less estimated residual values, evenly over their expected useful lives. It is calculated at the following rates:

Asset classDepreciation method and rate
Leasehold improvementsOver the period of the lease
Furniture, fittings and equipment20 - 25% straight line
Motor vehicles20 - 25% straight line

The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Tangible fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the Consolidated Income Statement.

Investments
Investment in subsidiary and associate undertakings are recognised at cost.

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Stocks
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 'weighted-average cost' basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet 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 the Consolidated Income Statement.

Financial instruments
The Group only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost.

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

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 Balance Sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet 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
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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 the Consolidated Income Statement in the period to which they relate.

Leasing commitments
Rentals payable under operating leases, including any lease incentives received, are charged to the Consolidated Income Statement on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Dividends
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.

Exceptional items
Exceptional items are one off, material items outside of the normal course of business which are not related to the Group's trading activities.

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


3. TURNOVER

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

An analysis of turnover by geographical market is given below:

2023 2022
£ £
United Kingdom 20,269,285 19,800,358
Europe 2,974,269 518,694
United States of America 1,086,031 -
Canada 563,857 -
Rest of the world 176,621 -
25,070,063 20,319,052

4. OTHER OPERATING INCOME
2023 2022
£ £
Sundry receipts 10,000 -
Management charges receivable 6,444 3,480
16,444 3,480

5. EMPLOYEES AND DIRECTORS
2023 2022
£ £
Wages and salaries 3,749,028 3,032,178
Social security costs 383,663 313,128
Other pension costs 84,286 39,235
4,216,977 3,384,541

The average number of employees during the year was as follows:
2023 2022

Operations 24 19
Administration and support 13 20
Research and development 6 6
Sales 23 17
Marketing 4 5
70 67

2023 2022
£ £
Directors' remuneration 70,796 69,000
Directors' pension contributions to money purchase schemes 183 -

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 -

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


6. OPERATING PROFIT

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

2023 2022
£ £
Depreciation - owned assets 285,869 311,565
Loss/(profit) on disposal of fixed assets 190 (288 )
Goodwill amortisation 24,716 20,597
Patents and licences amortisation 11,957 6,187
Auditors' remuneration - 7,975
Foreign exchange differences 47,959 (25,071 )
Research and development cost 94,288 69,451
Operating lease expense 590,102 460,741

7. EXCEPTIONAL ITEMS

Exceptional items relate to provisions against items which aren't considered to be recoverable based on a decision made by the directors to cease activities with related entities. The expense is made up as follows:

2023
£

Provision against amounts owed by related parties 569,211
Provision against stock 175,000
Provision against intangible fixed assets 113,711
Provision against tangible fixed assets 9,842
867,764

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£ £
Interest payable 1,138 -
Loan interest 7,249 1,225
8,387 1,225

9. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£ £
Current tax:
UK corporation tax 623,398 74,293
Over/under provision in prior
year - (1,542 )
Total current tax 623,398 72,751

Deferred tax 337 115,165
Tax on profit 623,735 187,916

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


9. TAXATION - continued

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:

2023 2022
£ £
Profit before tax 3,824,479 2,442,139
Profit multiplied by the standard rate of corporation tax in the UK of 23.521
% (2022 - 19 %)

899,556

464,006

Effects of:
Expenses not deductible for tax purposes 28,128 4,773
Adjustments to tax charge in respect of previous periods - (1,542 )
Movement in deferred tax previously unprovided 80,147 10,351
Impact of super deduction (161 ) (37,263 )
Research and development tax credit (321,154 ) (311,504 )
Other timing differences (35,959 ) 55,004
Overseas activities - 4,091
Patent box deduction (24,789 ) -
Difference in tax rate (2,033 ) -
Total tax charge 623,735 187,916

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£ £ £
Exchange adjustment on consolidation 5,925 - 5,925

2022
Gross Tax Net
£ £ £
Exchange adjustment on consolidation 3,440 - 3,440

10. INDIVIDUAL INCOME STATEMENT

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.


11. DIVIDENDS

2023 2022
Ordinary shares of £1 each £    £   
Interim 1,500,000 1,000,000

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


12. INTANGIBLE FIXED ASSETS

Group
Patents and
Goodwill licences Totals
£ £ £
COST
At 1 January 2023
and 31 December 2023 2,023,582 59,785 2,083,367
AMORTISATION
At 1 January 2023 1,920,597 6,187 1,926,784
Amortisation for year 24,716 11,957 36,673
Impairments 78,269 35,443 113,712
At 31 December 2023 2,023,582 53,587 2,077,169
NET BOOK VALUE
At 31 December 2023 - 6,198 6,198
At 31 December 2022 102,985 53,598 156,583

13. TANGIBLE FIXED ASSETS

Group
Furniture,
fittings
Leasehold and Motor
improvements equipment vehicles Totals
£ £ £ £
COST
At 1 January 2023 674,981 890,792 390,760 1,956,533
Additions 86,317 88,195 94,226 268,738
Disposals - (644 ) - (644 )
Exchange differences - (211 ) (2,211 ) (2,422 )
At 31 December 2023 761,298 978,132 482,775 2,222,205
DEPRECIATION
At 1 January 2023 286,737 476,424 198,312 961,473
Charge for year 90,879 120,323 74,667 285,869
Eliminated on disposal - (644 ) - (644 )
Impairments - 9,842 - 9,842
Exchange differences - 585 (801 ) (216 )
At 31 December 2023 377,616 606,530 272,178 1,256,324
NET BOOK VALUE
At 31 December 2023 383,682 371,602 210,597 965,881
At 31 December 2022 388,244 414,368 192,448 995,060

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


14. FIXED ASSET INVESTMENTS

Company
Shares in
group Interest in
undertakings associate Totals
£ £ £
COST
At 1 January 2023
and 31 December 2023 9,917 71,309 81,226
PROVISIONS

Impairments - 71,309 71,309
At 31 December 2023 - 71,309 71,309
NET BOOK VALUE
At 31 December 2023 9,917 - 9,917
At 31 December 2022 9,917 71,309 81,226


Details of the investments in which the company holds 20% or more of the ordinary share capital are as follows:

Subsidiary Registered office Direct % Indirect % Total %

Armorgard Limited Units 14-16 Fareham Industrial
Park, Standard Way, Fareham,
PO16 8XB, United Kingdom
100 - 100

Armorgard France Île Chambenier Sud, 10 Parc
Industriel Rhône Vallée Sud,
07250 Le Pouzin, France
100 - 100

Armorgard USA Inc 185 Alewife Brook Pkwy Ste 210,
Cambridge, MA 02138, United
States
100 - 100

Armorgard Canada Inc 251 Saulteaux Cresent Unit 207,
Winnipeg, MB R3J 3C7, Canada
100 - 100
Associates
Armorgard Australia Pty Limited 100 Silverwater Road, Silverwater,
NSW 128, Australia
43.75 - 43.75

Armorgard NZ Ltd 13 Raiha Street, Elsdon, Porirua
5022, New Zealand
19 12.69 31.69

The principal activity of the group is the manufacture of fabricated metal products.

The indirect shareholding in Armorgard NZ Ltd is due to 29% of the shares being held by Armorgard Australia Pty Limited.

All of the above companies are included in the consolidated accounts.

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


15. STOCKS

Group
2023 2022
£ £
Finished goods 4,261,766 2,286,720

A provision for impairment has been recognised during the year as an expense to the Consolidated Income Statement totalling £175,000 (2022: £Nil).

16. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£ £ £ £
Trade debtors 3,659,052 3,239,062 - -
Amounts owed by group undertakings - - 7,149,978 7,520,231
Amounts owed by associates 202,087 779,084 - -
Other debtors 952,983 243,876 915,017 269,168
Corporation tax 381,129 284,123 - -
Prepayments and accrued income 438,567 327,662 - -
5,633,818 4,873,807 8,064,995 7,789,399

17. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£ £ £ £
Trade creditors 1,745,310 1,019,080 - -
Amounts owed to group undertakings - - 8,956 8,956
Corporation tax - - 13,135 2,830
Social security and other taxes 812,587 672,860 - -
Other creditors 1,723,734 888,895 1,592,738 835,266
Accruals and deferred income 973,783 676,716 - -
5,255,414 3,257,551 1,614,829 847,052

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

Group Company
2023 2022 2023 2022
£ £ £ £
Other loans (see note 19) 364,761 368,424 364,761 368,424

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


19. LOANS

An analysis of the maturity of loans is given below:

Group Company
2023 2022 2023 2022
£ £ £ £
Amounts falling due between two and five years:
Other loans - 2-5 years 50,656 104,216 50,656 104,216
Amounts falling due in more than five years:
Repayable by instalments
Other loans more 5yrs instal 314,105 264,208 314,105 264,208

The other loans are due for repayment in full on 1 October 2032. Across the life of the loan interest is accrued at a rate of 2% with payments commencing on 1 October 2025 for 84 consecutive months.

20. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2023 2022
£ £
Within one year 599,938 590,102
Between one and five years 1,411,723 1,999,670
2,011,661 2,589,772

21. PROVISIONS FOR LIABILITIES

Group
2023 2022
£ £
Deferred tax 162,832 162,495

Group
Deferred tax
£
Balance at 1 January 2023 162,495
Provided during year 337
Balance at 31 December 2023 162,832

The provision for deferred tax relates solely to accelerated capital allowances.

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


22. CALLED UP SHARE CAPITAL

2023 2022
£ No. No. £
Ordinary A Shares of £1 each 100 100 100 100
Ordinary B Shares of £1 each 100 100 100 100
Ordinary C Shares of £1 each 100 100 100 100
Ordinary D Shares of £1 each 100 100 100 100
Ordinary E Shares of £1 each 100 100 100 100
Ordinary F Shares of £1 each 100 100 100 100
Ordinary G Shares of £1 each 100 100 100 100
Ordinary H Shares of £1 each 100 100 100 100
Ordinary I Shares of £1 each 50 50 50 50
Ordinary J Shares of £1 each 50 50 50 50
Ordinary K Shares of £1 each 10 10 10 10
910 910 910 910

The ordinary shares rank equally in respect of voting rights and any dividend declared, and shall entitle the holder to full participation in respect of the entity and in the event of winding up the company.

23. RESERVES

Group
Retained
earnings
£

At 1 January 2023 11,131,482
Profit for the year 3,200,744
Dividends (1,500,000 )
Other recognised gains and losses
relating to the period

5,925

At 31 December 2023 12,838,151

Company
Retained
earnings
£

At 1 January 2023 9,599,165
Profit for the year 2,652,176
Dividends (1,500,000 )
At 31 December 2023 10,751,341

Retained earnings are the accumulated profits and losses to date.

24. PENSION COMMITMENTS

The Group operates a defined contribution pension scheme for all its employees. The schemes and their assets are held by independent managers. The pension charge represents contributions due from the group and amounted to £45,956 (2022: £39,235).

ARMORGARD HOLDINGS LIMITED (REGISTERED NUMBER: 10893427)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


25. ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

At the year end there was no ultimate controlling party. Post year end, the ultimate parent company was Armorgard Group Holdings Limited.

The directors do not consider any one party to have ultimate control of the company and Group.

26. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Loans due (to)/from related parties

2023 2022
£    £   
At start of period (788,759 ) (576,678 )
Advanced 1,551,028 1,242,844
Repaid (1,500,000 ) (1,454,925 )
At end of period (737,731 ) (788,759 )

The loans have been analysed as per the following:

2023 2022
£    £   
Debtors: due within one year 855,017 46,517
Creditors: due within one year (1,592,748 ) (835,266 )
At end of period (737,731 ) (788,759 )

The loans are repayable on demand and no interest is charged.

During the year dividends totalling £1,500,000 (2022: £1,000,000) were paid to related parties.

Amounts owed to/from associates

During the year, Armorgard Australia Pty Limited and Armorgard NZ Limited traded with Armorgard Limited. During the year, Armorgard Limited made sales of £154,841 (2022: £240,781) to these associates. At the year end, a balance of £733,647 (2022: £741,372) was owed to Armorgard Limited (before taking into account any provisions) and is included within 'Debtors: amounts falling due within one year.' A provision of £531,560 has been recognised in relation to this amount owed and is included within exceptional items.

In a prior year, Armorgard Holdings Limited provided a loan to Armorgard Australia Pty Limited. The loan is repayable on demand and no interest is charged. The balance at the year end (before taking into account any provisions) is £18,163 (2022: £18,163) and is included in 'Debtors: amount falling due within one year.' A provision of £18,163 has been recognised in relation to this amount owed and is included within exceptional items.

In a prior year, Armorgard Holdings Limited provided a loan to Armorgard NZ Limited. The loan is repayable on demand and no interest is charged. The balance at the year end (before taking into account any provisions) is £19,487 (2022: £19,487) and is included within 'Debtors: amounts falling due within one year.' A provision of £19,487 has been recognised in relation to this amount owed and is included within exceptional items.

Armorgard Holdings Limited provided a convertible loan note to Bellsure Holdings Limited, a company in which Mr T Mitchell is also a director. This loan note had the option to be converted into shares, however, was fully repaid during the period. The balance at the previous year end was £125,000 and was included in 'Debtors: amounts falling due within one year'.