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Registered number: 11463184









Shield Safety Group Holdings Limited









Annual report and financial statements

For the Year Ended 31 August 2024

 
Shield Safety Group Holdings Limited
 
 
Company Information


Directors
M Flanagan 
R Jordan 




Company secretary
M Flanagan



Registered number
11463184



Registered office
45/47 - 1st Floor Newton Street

Manchester

M1 1FT




Independent auditors
Hurst Accountants Limited
Chartered Accountants and Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Shield Safety Group Holdings Limited
 

Contents



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Consolidated statement of income and retained earnings
 
9
Consolidated balance sheet
 
10
Company balance sheet
 
11
Consolidated statement of cash flows
 
12
Consolidated analysis of net debt
 
13
Notes to the financial statements
 
14 - 30


 
Shield Safety Group Holdings Limited
 
 
Group Strategic Report
For the Year Ended 31 August 2024

Introduction
 
The directors present their Strategic Report for the year ended 31 August 2024.

Business review
 
Shield Safety has developed a comprehensive platform of innovative solutions that ensure safety and promote business growth. By harnessing the combined strengths of technology, expertise, and standardisation, Shield Safety benefits individuals, industries, and the global community. With over 20 years of experience, we are proud to house the UK’s largest team of expert environmental health practitioners and are recognised as leaders in our field. We are honoured to support numerous esteemed brands in the UK, including multinational corporations, well-known household names, and independent operators across various sectors such as catering, hospitality, retail, and leisure. Innovation is at the heart of our progress. From launching our pioneering software ‘RiskProof’ to setting new benchmarks in food safety and health through the 'Safe to Trade' standard, we continually reshape the industry. Our visionary brands, coupled with our team of experts, offer a unique safety approach that exceeds typical provider solutions, protecting businesses, teams, and customers while leveraging safety to foster growth and success. Our mission extends further as we continue to revolutionise safety management both in the UK and internationally. Driven by our core vision of making the world a safer place, we prioritise the health and well-being of people above all else.
The fiscal year 2024 has been a year of notable achievement for Shield Safety. Despite ongoing challenges in the UK hospitality sector, the Group delivered excellent financial results, achieving a 15% increase in turnover. Gross profit also saw a significant rise, reflecting the strength of our business model and our focus on delivering value to clients while managing cost efficiencies effectively.
The hospitality sector faced significant challenges, with escalating operational costs being the primary issue. Rising energy costs and food prices further compounded the strain on profit margins, creating a difficult environment for many businesses. Despite these challenges, the industry demonstrated remarkable resilience, with many businesses adapting to these pressures through innovation and cost management strategies. Shield Safety exemplified this resilience by leveraging its expertise and adaptability to support its clients in navigating these complexities.
Despite the external headwinds, Shield Safety remains on a solid foundation for growth. Our impressive pipeline of new business and contractual revenue provides confidence in our ability to deliver on our ambitious objectives in the forthcoming fiscal year. We continue to strengthen our position in the market through innovation, operational efficiency, and deep industry expertise.
Future Outlook
The outlook for Shield Safety remains exceptionally positive. With an established reputation as a trusted provider of safety solutions and a strategic emphasis on expanding our contractual revenue base, the company is well-positioned for significant growth in the forthcoming years. Our investments in technology, workforce development, and process improvement will continue to deliver substantial value to our clients and stakeholders while positioning the company for long-term success. The directors are assured that the combination of our robust business model, dedication to innovation, and commitment to operational excellence will guarantee sustained growth and profitability in the future.

Page 1

 
Shield Safety Group Holdings Limited
 

Group Strategic Report (continued)
For the Year Ended 31 August 2024

Principal risks and uncertainties
 
The management of the business and the nature of the Group’s strategy are subject to a number of risks. The directors have set out below the principal risks facing the business. The directors are of the opinion that a thorough risk management process is adopted which involves the formal review of all the risks identified below. Where possible, processes are in place to monitor and mitigate such risks.
Financial Risk Management Objectives and Policies
The Company uses financial instruments comprising borrowings, cash and other liquid resources, derivatives and various other items such as trade debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group’s operations. The main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk. The directors review and agree policies for management each of these risks and they are summarised below.
Interest Rate Risk
The Group finances its operations through a mixture of retained profits, asset finance and bank borrowings. The Group’s exposure to interest rate fluctuations on its borrowings is managed by the use of both fixed and floating facilities.
The management of the business and the nature of the Group’s strategy are subject to a number of risks. The directors have set out below the principal risks facing the business. The directors are of the opinion that a thorough risk management process is adopted which involves the formal review of all the risks identified below. Where possible, processes are in place to monitor and mitigate such risks.
Diversity
We continue to support diversity because it is the right thing to do and we believe diverse teams perform better. We have created a culture in which everyone feels welcome, we offer equal opportunities in all aspects of employment. Diversity and a colleague base that brings different perspectives, backgrounds and ways of thinking is very important to our Group. 
Unconscious bias training and blind curriculum vitae’s are part of our approach to ensure fair consideration is given to all applicants. We are committed to treating all colleagues fairly and offer equal opportunities in all aspects of employment and advancement.

Financial key performance indicators
 
The Group closely monitors its performance against a series of performance metrics that are set as part of a rigorous budgeting process. Agreed key performance indicators are reported and reviewed monthly by the Leadership team alongside the wider management team, covering all facets of the business. These key performance indicators include EBITDA, cash conversion, new and renewed business, sales growth%, contractual value and tenure, net revenue retention and Gallup 12 survey.


This report was approved by the board and signed on its behalf.



................................................
M Flanagan
Director

Date: 21 March 2025

Page 2

 
Shield Safety Group Holdings Limited
 
 
 
Directors' Report
For the Year Ended 31 August 2024

The directors present their report and the financial statements for the year ended 31 August 2024.

Principal activity

The principal activity of the Group is that of the provision of food safety, fire safety and health & safety services. The principal activity of the Company is that of a holding company.

Directors

The directors who served during the year were:

M Flanagan 
R Jordan 

Results and dividends

The profit for the year, after taxation, amounted to £994,973 (2023 - £383,719).

Dividends declared during the year amount to £289,516 (2023 - £655,813). The directors do not recommend the payment of a final dividend.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Group's financial statements 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Future developments

The likely future developments in the Group's business are referred to in the Group Strategic Report.

Page 3

 
Shield Safety Group Holdings Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 August 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

In January 2025, the company acquired 100% of the share capital of Dynamic Risk Indicator Limited. The transaction was facilitated via a share for share exchange. 
.
No other significant events have occurred between the balance sheet date and the date of approval of these financial statements that would require disclosure or adjustment in these financial statements.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
M Flanagan
Director

Date: 21 March 2025

Page 4

 
Shield Safety Group Holdings Limited
 
 
 
Independent auditors' report to the members of Shield Safety Group Holdings Limited
 

Opinion


We have audited the financial statements of Shield Safety Group Holdings Limited (the 'parent Company') and its subsidiary (the 'Group') for the year ended 31 August 2024, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 August 2024 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 United Kingdom, including the Financial Reporting Council'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 or 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 5

 
Shield Safety Group Holdings Limited
 
 
 
Independent auditors' report to the members of Shield Safety Group Holdings Limited (continued)


Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In 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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept 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 Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 6

 
Shield Safety Group Holdings Limited
 
 
 
Independent auditors' report to the members of Shield Safety Group Holdings Limited (continued)


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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
 
The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was
aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any
actual, suspected, or alleged fraud.
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.
 
Audit response to risks identified
 
Our procedures to respond to the risks identified included the following:
 
Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the
provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws
and regulations and fraud.
Evaluation of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of
material misstatement due to fraud.

 
Page 7

 
Shield Safety Group Holdings Limited
 
 
 
Independent auditors' report to the members of Shield Safety Group Holdings Limited (continued)


We have also considered the risk of fraud through management override of controls by:
 
Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and 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 fraud risks to all engagement team members
and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws
and regulations are from the events and transactions reflected in the financial statements, the less likely we would become
aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through 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 Auditors' Report.


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Mike Jackson (Senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants and Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG

26 March 2025
Page 8

 
Shield Safety Group Holdings Limited
 
 
Consolidated Statement of Income and Retained Earnings
For the Year Ended 31 August 2024

2024
2023
Note
£
£

  

Turnover
 4 
9,728,541
8,451,092

Cost of sales
  
(4,868,357)
(4,586,183)

Gross profit
  
4,860,184
3,864,909

Administrative expenses
  
(3,756,720)
(3,553,868)

Operating profit
 5 
1,103,464
311,041

Interest receivable and similar income
 9 
118,134
83,904

Interest payable and similar expenses
 10 
(102,180)
(115,709)

Profit before tax
  
1,119,418
279,236

Tax on profit
 11 
(124,445)
104,483

Profit after tax
  
994,973
383,719

  

  

Retained earnings at the beginning of the year
  
41,761
313,855

Profit for the year attributable to the owners of the parent
  
994,973
383,719

Dividends declared and paid
  
(289,516)
(655,813)

Retained earnings at the end of the year
  
747,218
41,761

  

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of income and retained earnings.

The notes on pages 14 to 30 form part of these financial statements.

Page 9

 
Shield Safety Group Holdings Limited
Registered number: 11463184

Consolidated Balance Sheet
As at 31 August 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
562,080
702,586

Tangible assets
 14 
314,802
266,035

  
876,882
968,621

Current assets
  

Debtors: amounts falling due within one year
 16 
4,531,081
3,903,621

Cash at bank and in hand
 17 
-
163,554

  
4,531,081
4,067,175

Creditors: amounts falling due within one year
 18 
(3,710,764)
(3,706,936)

Net current assets
  
 
 
820,317
 
 
360,239

Total assets less current liabilities
  
1,697,199
1,328,860

Creditors: amounts falling due after more than one year
 19 
(416,948)
(767,976)

Provisions for liabilities
  

Deferred tax
 22 
(69,670)
(55,760)

  
 
 
(69,670)
 
 
(55,760)

Net assets
  
1,210,581
505,124


Capital and reserves
  

Called up share capital 
 23 
205
205

Share premium account
 24 
42,845
42,845

Capital redemption reserve
 24 
60
60

Other reserves
 24 
420,253
420,253

Profit and loss account
 24 
747,218
41,761

  
1,210,581
505,124


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
M Flanagan
Director

Date: 21 March 2025

The notes on pages 14 to 30 form part of these financial statements.

Page 10

 
Shield Safety Group Holdings Limited
Registered number: 11463184

Company Balance Sheet
As at 31 August 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
1,714,950
1,714,950

  

Creditors: amounts falling due within one year
 18 
(1,251,647)
(1,251,647)

Net current liabilities
  
 
 
(1,251,647)
 
 
(1,251,647)

Total assets less current liabilities
  
463,303
463,303

  

  

Net assets
  
463,303
463,303


Capital and reserves
  

Called up share capital 
 23 
205
205

Share premium account
 24 
42,845
42,845

Other reserves
 24 
420,253
420,253

  
463,303
463,303


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The profit for the parent company for the year was £289,516 (2023: £655,813).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
M Flanagan
Director

Date: 21 March 2025

The notes on pages 14 to 30 form part of these financial statements.

Page 11

 
Shield Safety Group Holdings Limited
 

Consolidated Statement of Cash Flows
For the Year Ended 31 August 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
994,973
383,719

Adjustments for:

Amortisation of intangible assets
140,506
140,506

Depreciation of tangible assets
80,489
73,964

Loss on disposal of tangible assets
-
2,074

Interest charge
102,180
115,709

Interest received
(118,134)
(83,904)

Taxation charge
124,445
(104,483)

Decrease/(increase) in debtors
157,568
(13,942)

Increase in amounts owed by associates
(666,894)
(152,752)

(Decrease)/increase in creditors
(167,318)
320,917

Corporation tax received
27,606
105,444

Net cash generated from operating activities

675,421
787,252


Cash flows from investing activities

Purchase of tangible fixed assets
(14,225)
(22,003)

Sale of tangible fixed assets
-
60,891

Net cash (used)/generated in investing activities

(14,225)
38,888

Cash flows from financing activities

Repayment of loans
(467,655)
(470,900)

Repayment finance leases
(84,754)
(101,890)

Dividends paid
(289,516)
(655,813)

Interest paid
(102,180)
(115,709)

Net cash used in financing activities
(944,105)
(1,344,312)

Net decrease in cash and cash equivalents
(282,909)
(518,172)

Cash and cash equivalents at beginning of year
163,554
681,726

Cash and cash equivalents at the end of year
(119,355)
163,554


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
-
163,554

Bank overdrafts
(119,355)
-


The notes on pages 14 to 30 form part of these financial statements.

Page 12

 
Shield Safety Group Holdings Limited
 

Consolidated Analysis of Net Debt
For the Year Ended 31 August 2024





At 1 September 2023
Cash flows
Other non-cash changes
At 31 August 2024
£

£

£

£

Cash at bank and in hand

163,554

(282,909)

-

(119,355)

Debt due after 1 year

(630,556)

-

413,889

(216,667)

Debt due within 1 year

(467,654)

467,655

(413,889)

(413,888)

Finance leases

(210,303)

84,754

(115,030)

(240,579)


(981,405)
105,946
(115,030)
(990,489)

The notes on pages 14 to 30 form part of these financial statements.

Page 13

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

1.


General information

Shield Safety Group Holdings Limited is a private company limited by share capital incorporated in England and Wales, company number 11463184.  The address of the registered office and principal place of business is 45/47 - 1st Floor Newton Street, Manchester, M1 1FT.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiary ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis.  The following paragraphs set out the basis of which the directors have reached their conclusion.
The Group has a profit before tax of £1,119k  (2023: £279k) and net assets totalling £1,211k (2023: £505k) at 31 August 2024.
The Group currently meets its working capital requirements through its cash facilities and credit facilities. Based on the Group's forecasts and projections, the directors believe they have sufficient facilities to trade
through the next 12 month period.
Therefore, the directors believe it is appropriate to prepare the accounts to 31 August 2024 on a going concern basis and there will be no adverse effect on solvency for more than 12 months after the date of approval of the financial statements.

Page 14

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. 

Page 15

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 16

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
33%
on cost
Plant and machinery
-
33%
on cost
Motor vehicles
-
33%
on cost less residual value
Fixtures and fittings
-
33%
on cost
Office equipment
-
33%
on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 
In the Consolidated Statement of Cash Flows, cash is shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

2.Accounting policies (continued)

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is
Page 18

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

2.Accounting policies (continued)


2.17
Financial instruments (continued)

immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.18

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.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period.  Actual outcomes may differ from these judgements, estimates and assumptions.  The judgements, estimate and assumptions that have the most significant effect on the carrying value of assets and liabilities of the company as at 31 August 2024 are:
Recoverability of related party balance - judgement
The directors have assessed the carry value of the amount due from associated undertakings and based on detailed
projections and forecasts, it is highly expected the balance will be recovered in full.
 


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2021
£
£

Provision of services
9,728,541
8,451,092


All turnover arose within the United Kingdom.

Page 19

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

5.


Operating profit

The operating profit is stated after charging:

2024
2021
£
£

Other operating lease rentals
83,175
78,741


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
18,500
18,000

2024
2023
£
£

Fees payable to the Group's auditor and its associates in respect of:


Taxation compliance services
2,750
2,750

Other services relating to taxation
-
12,475

All other services
1,500
1,500

4,250
16,725

Page 20

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
5,014,517
4,647,304

Social security costs
510,906
470,990

Cost of defined contribution scheme
213,386
202,720

5,738,809
5,321,014


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Service Delivery
74
69



Administration
39
37



Directors
2
2

115
108

The Company has no employees other than the directors, who did not receive any remuneration (2023 £nil)

8.


Directors' remuneration

2024
2021
£
£

Directors' emoluments
33,717
25,518

Company contributions to defined contribution pension schemes
1,200
1,200

34,917
26,718



9.


Interest receivable and similar income

2024
2023
£
£


Other interest receivable
118,134
83,904

Page 21

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
102,180
115,709


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
212,734
74,593

Adjustments in respect of previous periods
(102,199)
(194,704)


Total current tax
110,535
(120,111)

Deferred tax


Origination and reversal of timing differences
13,910
15,628

Total deferred tax
13,910
15,628


Taxation on profit/(loss) on ordinary activities
124,445
(104,483)
Page 22

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
1,119,418
279,236


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
279,855
69,809

Effects of:


Non-tax deductible amortisation of goodwill
35,127
26,696

Depreciation of ineligible assets
2,457
2,132

Expenses not deductible for tax purposes
5,948
-

Adjustments to tax charge in respect of prior periods
(102,199)
(194,704)

Adjustment in research and development tax credit leading to an decrease in the tax charge
(96,743)
-

Other differences leading to an decrease in the tax charge
-
(8,416)

Total tax charge for the year
124,445
(104,483)


12.


Dividends

2024
2023
£
£


Dividends paid on ordinary shares
289,516
655,813

Page 23

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

13.


Intangible assets

Group





Goodwill

£



Cost


At 1 September 2023
1,405,116



At 31 August 2024

1,405,116



Amortisation


At 1 September 2023
702,530


Charge for the year
140,506



At 31 August 2024

843,036



Net book value



At 31 August 2024
562,080



At 31 August 2023
702,586



Page 24

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

14.


Tangible fixed assets

Group






Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost


At 1 September 2023
17,414
1,339
285,775
103,818
294,488
702,834


Additions
-
-
115,030
194
14,031
129,255



At 31 August 2024

17,414
1,339
400,805
104,012
308,519
832,089



Depreciation


At 1 September 2023
17,414
1,339
63,838
96,882
257,326
436,799


Charge for the year
-
-
49,566
6,164
24,758
80,488



At 31 August 2024

17,414
1,339
113,404
103,046
282,084
517,287



Net book value



At 31 August 2024
-
-
287,401
966
26,435
314,802



At 31 August 2023
-
-
221,937
6,936
37,162
266,035

Page 25

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

15.


Fixed asset investments

Company





Investments in subsidiary company

£



Cost


At 1 September 2023
1,714,950



At 31 August 2024
1,714,950





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Shield Safety Group Limited
45/47 - 1st Floor, Newton Street, Manchester, M1 1FT
Ordinary
100%


16.


Debtors

Group
Group
2024
2023
£
£


Trade debtors
1,359,453
1,328,993

Amounts owed by associated undertakings (note 27)
2,480,808
1,695,780

Other debtors
447,877
86,648

Prepayments and accrued income
242,943
792,200

4,531,081
3,903,621


Page 26

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

17.


Cash

Group
Group
2024
2023
£
£

Cash at bank and in hand
-
163,554

Less: bank overdrafts
(119,355)
-

(119,355)
163,554



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
119,355
-
-
-

Bank loans (note 20)
413,888
467,654
-
-

Trade creditors
349,128
293,944
-
-

Amounts owed to group undertakings
-
-
1,251,647
1,251,647

Corporation tax
212,734
74,593
-
-

Other taxation and social security
651,579
497,216
-
-

Obligations under finance lease
40,298
72,883
-
-

Other creditors
35,283
32,675
-
-

Accruals and deferred income
1,888,499
2,267,971
-
-

3,710,764
3,706,936
1,251,647
1,251,647


Amounts owed to group undertakings are repayable on demand, unsecured and bear no interest.


19.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
216,667
630,556

Net obligations under finance leases
200,281
137,420

416,948
767,976


Within the bank loans balances, HSBC provided two facilities under the Coronavirus Business Interruption scheme, the amount outstanding was £630,555 (2023: £1,087,222). The facilities are repayable in monthly installment commencing September 2021. Interest is payable at 3.99% above the Bank of England Base rate. The facility is secured by way of fixed and floating charge over the asset of the Group.
A second facility from HSBC was paid off in the year (2023: £10,988).

Page 27

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
413,888
467,654

Amounts falling due 1-2 years

Bank loans
216,667
413,889


Amounts falling due after more than 5 years

Bank loans
-
216,667

630,555
1,098,210



21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2021
£
£


Within one year
40,298
72,883

Between 1-5 years
200,281
137,420

240,579
210,303


22.


Deferred taxation


Group





2024
2023


£

£






At beginning of year
55,760
40,132


Charged to profit or loss
13,910
15,628



At end of year
69,670
55,760

Page 28

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024
 
22.Deferred taxation (continued)

Company




2023



Group
Group
2024
2023
£
£

Accelerated capital allowances
61,858
47,948

Other timing differences
7,812
7,812

69,670
55,760


23.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2,050 (2023 - 2,050) Ordinary shares of £0.10 each
205
205



24.


Reserves

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

Capital redemption reserve

The capital redemption reserve consists of the nominal value of shares that have been acquired by the company and cancelled.

Other reserves

Other reserves is comprised of the effects of a capital reduction following a demerger transaction.

Profit and loss account

The profit and loss account represents the cumulative profits or losses net of dividends paid and other adjustments.


25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £213,386 (2023: £202,720). Contributions totalling £35,633 (2023: £32,675) were payable to the fund at the balance sheet date.

Page 29

 
Shield Safety Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 August 2024

26.


Commitments under operating leases

At 31 August 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2021
£
£

Not later than 1 year
142,757
34,831

Later than 1 year and not later than 5 years
609,464
-

Later than 5 years
698,344
-

1,450,565
34,831

27.


Related party transactions

In preparing these financial statements, the directors have taken advantage of the exemption available under section 33 paragraph 1A of the Financial Reporting Standard 102, and have not disclosed transactions entered into between wholly owned group undertakings.
The Group recognised total revenue of £nil (2023: £1,870), and total costs of £482,904 (2023: £357,709) from transactions with a related party which is ultimately controlled by the same party as Shield Safety Group Holdings Limited.
An outstanding loan balance of £2,480,808 (2023: £1,695,780) is owed by this entity to Shield Safety Group Limited with an effective interest rate of 5%. Interest income during the year was £118,134 (2023: £83,904)
Amounts owed by directors as at year-end were £300,271 (2023: £Nil). Interest of 2.25% is charged on the outstanding directors loan.


28.


Post balance sheet events

In January 2025, the company acquired 100% of the share capital of Dynamic Risk Indicator Limited. The transaction was facilitated via a share for share exchange. 
.
No other significant events have occurred between the balance sheet date and the date of approval of these financial
statements that would require disclosure or adjustment in these financial statements.


29.


Controlling party

The Group is controlled by M Flanagan by virtue of his shareholding.

Page 30