REGISTERED NUMBER: 05697126 (England and Wales)

Saferoad VRS Ltd

Strategic Report, Report of the Directors and

Financial Statements

For The Year Ended 31st December 2024

Page

Company Information

1

Strategic Report

2

to

4

Report of the Directors

5

to

6

Report of the Independent Auditor

7

to

8

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

to

21

DIRECTORS:

I Sherriff

J M Anson

SECRETARY:

I Sherriff

REGISTERED OFFICE:

Concord House Bessemer Way

Sawcliffe Industrial Park

Scunthorpe

South Humberside

DN15 8XE

REGISTERED NUMBER:

05697126 (England and Wales)

AUDITOR:

Mcshane Wright

2 College Street

Higham Ferrers

Rushden

NN10 8DZ

The directors present their strategic report for the year ended 31st December 2024.

The principal activity of Saferoad UK Ltd and its wholly owned subsidiary Saferoad VRS Ltd ("the UK Saferoad Group of companies , part of the wider international Saferoad Group ") is the design, manufacture, installation and distribution of infrastructure products. These include vehicle restraint systems. environmental barriers, pedestrian guardrail, and parapets largely for highway and rail applications. We will look at additional opportunities around the infrastructure projects to sell additional Group products in a move to be less reliant on the installation activities.

REVIEW OF BUSINESS

Business Review and Development

Overview

Turnover for the year was £8.2 million, compared to £21.3 million in the previous year. This year-on-year decrease is partly due to small movement in large-scale contract work related to the installation of vehicle restraint systems and environmental barriers but mainly due to the UK Saferoad Group re-organisation in 2024.

Operating profit for the year stood at £347,000, slightly down from £380,000 in 2023. Notably, there were no exceptional costs incurred during the year, reflecting a stable cost base despite reduced revenues.

It has now become clear that, with smart motorway projects cancelled, significant market recovery is unlikely before 2026/27. This delay is further compounded by high levels of UK Government debt and subsequent cutbacks. Given these factors, a slowdown in market activity was to be expected.

Despite these challenges, we remain well-positioned to retain our market share in the coming years. However, we must align our expectations accordingly and prepare the business for lower-than-previously-anticipated turnover over at least the next two financial years.

The Strategy

Saferoad UK Ltd, the parent company of Saferoad VRS Ltd, has again committed a significant development budget to support the enhancement of our existing product portfolio and the development of new system components. This continued investment underpins our ability to maintain what we believe is the most comprehensive and environmentally responsible range of vehicle restraint systems (VRS) available in the UK, with industry-leading low carbon emissions.

With our core VRS business well supported, we are now in a strong position to diversify into new product lines and explore opportunities in other areas of the construction sector. This strategic expansion is being approached with focus and precision.Our current efforts are centred on targeting selective, high-value projects in collaboration with key supply chain partners. This approach is designed to strengthen our presence on major infrastructure schemes and build a more resilient and forward-looking order book.

Following our success in reducing the carbon footprint of our VRS range, attention is now turning to our Environmental Barrier products. Timber panels are already regarded as among the most sustainable solutions on the market. Building on this foundation, we plan further enhancements in 2025, which will improve performance and sustainability even further.This focused development strategy driven in close collaboration with Saferoad UK, will help us unlock new opportunities and bring innovative, environmentally conscious products to the forefront of the infrastructure and construction markets.

Social Responsibility- As a group we have joined the UN sustainability development goals movement, aiming to alleviate many pervasive social, economic, and environmental problems by 2030. In particular, those that may pose an existential threat to our planet, and our ability to live peacefully upon it. Good health and well-being, industry innovation and infrastructure, and responsible consumption and production are the goals. We are developing a platform to produce Environmental Product Declarations, which allows us to record and manage GHG emissions by declaring the Carbon emissions produced by each product at every stage of its product life cycle. Saferoad have implemented an environmental management system according to ISO 14001, designed to reduce our impact on the environment.

Health and Safety- We continue to drive up standards of health and Safety across the business. This is being done in conjunction with the whole infrastructure delivery teams involved in Highways England schemes across the country across all aspects of Health Safety for both physical and mental health issues. As mental health is becoming more understood we are training our employees in mental health first aid. This along with external telephone help lines will help recognise and support colleagues that may be showing signs of mental health symptoms.

Key Performance Indicators

Are detailed at Group level by Saferoad Holdings AS but locally we follow: -

Non-Financial we monitor and improve Health, Safety and wellbeing of our teams, energy and fuel efficiency and consumption, and try and practice reuse rather than recycle of our main products where ever possible.

Financial we consider revenue and operating margin improvements, operating working capital, and net cash flow as its principle KPI's.

PRINCIPAL RISKS AND UNCERTAINTIES

Recent government spending cuts have made it increasingly difficult to plan with confidence. This has reduced long-term visibility in our order book and contributed to heightened uncertainty across the market. In parallel, delays to major infrastructure projects-now expected to stretch into the late 2025/26 period and potentially beyond-mean that while we are committed to maintaining current turnover levels, there is limited opportunity for meaningful growth in the short term.

Adding to these challenges, the one-year deferment of RIS 3, with only an interim funding settlement currently in place, has further constrained our ability to plan effectively. The delay in securing long-term infrastructure funding is a significant obstacle, as it directly impacts the timeline and certainty of key projects.

Furthermore, the recent increase in Employers' National Insurance contributions presents an additional pressure on operating costs. We must continue to manage this carefully to safeguard our margins and maintain operational efficiency.

On a more positive note, the Government's initial approval of the Lower Thames Crossing Project and its associated infrastructure is a welcome development. This project has the potential to drive increased demand for Saferoad Group products and installation services, though this is likely to materialise in the medium rather than the short term.

GROUP STATEMENT ON THE RUSSIAN INVASION OF UKRAINE

The UK parent company , Saferoad UK Ltd.and its wholly owned subsidiary , Saferoad VRS Ltd. have had to react to supply issues and cost fluctuations in materials and fuel as a result of the Russian invasion of Ukraine.The company has done , is doing ,and will continue to do its very best to ensure that its business is disrupted as little as possible by the war in Ukraine.

ON BEHALF OF THE BOARD:

J M Anson - Director

24th April 2025

The directors present their report with the financial statements of the company for the year ended 31st December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2024.

RESEARCH AND DEVELOPMENT

The company capitalised developmental plant expenditure in the year of £0 (2023:£316,814 ) because of the enduring benefit of the independent crash and stress testing of its products to ensure that they meet the stringent safety requirements of the industry and receive the appropriate up to date certifications which benefit future financial periods.The road and motorway industry is a dynamically evolving one requiring diligent attention to safety legislation and regulations, both in relation to EU and the new UK certifications following the United Kingdom leaving the European Union.

The parent company Saferoad Uk Ltd capitalised development plant expenditure in the year £416,722 ( 2023: £0) on the same basis as referred to above.

DIRECTORS

I Sherriff has held office during the whole of the period from 1st January 2024 to the date of this report.

Other changes in directors holding office are as follows:

J M Anson - appointed 25th January 2024

S F Cummings ceased to be a director after 31st December 2024 but prior to the date of this report.

RISK MANAGEMENT

The financial risks relating to the company are closely related to those risks identified in the Strategic Report of the company. The company is proactive when managing working capital and liquid funds to meet cash outflows as well as monitoring profitability.It does this by producing monthly management accounts to keep a check on key liquidity and profitability ratios as well as monitoring the actual results against the budget both for the month in question and the cumulative period to date.In this way management control can be exercised by both UK directors and senior managers and the wider international group management to ensure that risks are anticipated and their potential effects subjected to planned mitigation.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company's auditor is 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 company's auditor is aware of that information.

ON BEHALF OF THE BOARD:

J M Anson - Director

24th April 2025

Opinion

I have audited the financial statements of Saferoad VRS Ltd (the 'company') for the year ended 31st December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In my opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

I conducted my audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. My responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of my report. I am independent of the company in accordance with the ethical requirements that are relevant to my audit of the financial statements in the UK, including the FRC's Ethical Standard, and I have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Conclusions relating to going concern

In auditing the financial statements, I 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 I have performed, I have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

My 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 Strategic Report and the Report of the Directors, but does not include the financial statements and my Report of the Auditor thereon.

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

In connection with my audit of the financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the audit or otherwise appears to be materially misstated. If I identify such material inconsistencies or apparent material misstatements, I am required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact. I have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In my opinion, based on the work undertaken in the course of the audit:

-	the information given in the 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which I am required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, I have not identified material misstatements in the Strategic Report or the Report of the Directors.

I have nothing to report in respect of the following matters where the Companies Act 2006 requires me to report to you if, in my opinion:

-	adequate accounting records have not been kept, or returns adequate for my audit have not been received from branches not visited by me; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	I have not received all the information and explanations I require for my audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

My 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 Auditor that includes my 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 my procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities , including fraud , are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities , outlined above, to detect material misstatements in respect of irregularities, including fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

The extent to which our procedures are capable of detecting irregularities , including fraud, is detailed below:

We have discussed with management the specific risk to the company of the failure of components which are included in the construction work undertaken by the company, leading to legal liabilities, and have concluded that this risk is small.There has come to light no instances of legal action against this company in this regard. The only critical judgement in relation to the company's financial statements is the valuation of the applications for payment, and the provision against these amounts,which are a component of the trade debtors included in the debtors section of the balance sheet and also of turnover in the income statement .We have undertaken high levels of testing of balances included in the balance sheet and have performed a detailed analytical review of the income statement. Prior to commencement of the audit staff were briefed on the assessment of risk of the company's financial statements of material misstatement , including how fraud could occur. At the completion stage of the audit the results of audit tests were re-examined to ensure that they were consistent with our knowledge of the client and did not warrant further investigation of transactions and balances.

A further description of my 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 my Report of the Auditor.

Use of my 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. My audit work has been undertaken so that I might state to the company's members those matters I am required to state to them in a Report of the Auditor and for no other purpose. To the fullest extent permitted by law, I do not accept or assume responsibility to anyone other than the company and the company's members as a body, for my audit work, for this report, or for the opinions I have formed.

Liam Leo McShane FCCA (Senior Statutory Auditor)

for and on behalf of Mcshane Wright

2 College Street

Higham Ferrers

Rushden

NN10 8DZ

24th April 2025

TURNOVER

8,228,371

21,293,950

Cost of sales

(6,018,684

)

(16,590,872

)

GROSS PROFIT

2,209,687

4,703,078

Distribution costs

(271,806

)

(368,775

)

Administrative expenses

(1,593,684

)

(3,910,194

)

OPERATING PROFIT

4

344,197

424,109

Interest receivable and similar income

18,795

-

362,992

424,109

Interest payable and similar expenses

5

(16,128

)

(43,543

)

PROFIT BEFORE TAXATION

346,864

380,566

Tax on profit

6

-

-

PROFIT FOR THE FINANCIAL YEAR

346,864

380,566

PROFIT FOR THE YEAR

346,864

380,566

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

346,864

380,566

FIXED ASSETS

Intangible assets

7

1,018,374

1,177,404

Tangible assets

8

242,659

397,660

1,261,033

1,575,064

CURRENT ASSETS

Stocks

9

2,880,000

3,230,295

Debtors

10

2,472,919

3,338,222

Cash at bank and in hand

684,515

746,553

6,037,434

7,315,070

CREDITORS

Amounts falling due within one year

11

1,391,098

3,262,823

NET CURRENT ASSETS

4,646,336

4,052,247

TOTAL ASSETS LESS CURRENT LIABILITIES

5,907,369

5,627,311

CREDITORS

Amounts falling due after more than one year

12

141,623

208,429

NET ASSETS

5,765,746

5,418,882

CAPITAL AND RESERVES

Called up share capital

14

1

1

Retained earnings

15

5,765,745

5,418,881

SHAREHOLDERS' FUNDS

5,765,746

5,418,882

The financial statements were approved by the Board of Directors and authorised for issue on 24th April 2025 and were signed on its behalf by:

I Sherriff - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2023

1

5,038,315

5,038,316

Changes in equity

Total comprehensive income

-

380,566

380,566

Balance at 31st December 2023

1

5,418,881

5,418,882

Changes in equity

Total comprehensive income

-

346,864

346,864

Balance at 31st December 2024

1

5,765,745

5,765,746

1.	STATUTORY INFORMATION

Saferoad VRS Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Concord House, Bessemer Way, Scunthorpe, South Humberside, DN15 8XE.The company is a wholly owned subsidiary of its immediate parent company Saferoad UK Ltd which is incorporated in England and Wales and has the same registered office as Saferoad VRS Ltd.

2.	ACCOUNTING POLICIES

Accounting convention

These financial statements have been prepared in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland” (FRS 102) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling , which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements , including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group . The company has therefore taken advantage of exemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’ Presentation of a statement of cashflow and

related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income ;

- Section 33 ‘Related Party Disclosures’ Compensation for key management personnel. The financial statements of the company are consolidated in the financial statements of Saferoad Holding AS . These consolidated financial statements are available from its registered office - Saferoad Group, PO Box 34 N6151 Orsta, Norway.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows.

Related party exemption

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.

Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

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

Valuation of trade debtors

Trade debtors includes amounts of £749,864 (2023 £796,255) as a provision against payment applications made for work carried out. These provisions require judgements to be made by the quantity surveyors regarding the recoverability of the work carried out.

Valuation of amounts recoverable on long term contracts-contract debtor

Included in amounts recoverable on long term contracts is £36,145 (2023: £428,372), which is a provision for services provided by reference to the stage of completion. This provision requires judgements to be made regarding the stage of completion of contracts based on various factors.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents applied for sales and net invoiced sale of goods, excluding value added tax.

On sales applications revenue is recognised as follows:

Measured works - 100%

Variations:

Priced and agreed - 100%

Priced and raised with client - 50%

Raised but not priced - 0%

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered .

Intangible fixed assets

Capitalised development expenditure

This expenditure relates to costs associated with the development of test beds and prototypes used in crash and stress tests to obtain the relevant legal and technical certification for the company's products used in construction. The certifications obtained can last for between 5 to 20 years depending on the evolution of the technical and engineering standards to meet the necessary safety requirement and standards then pertaining. The company has taken the view that a fair amortisation of this expenditure is over 10 years on a straight line basis.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values

over their useful lives on the following bases:

Equipment 33% straight line

Motor vehicles 33% or 20% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Stocks held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Research and development

Revenue expenditure on research and development is written off in the year in which it is incurred. This includes professional fees concerning materials testing prior to the materials being included as a component in test beds and prototypes.

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.

Hire purchase and leasing commitments

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 assets are consumed.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

At the time of approving the financial statements , the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.The financial statements do not reflect the adjustments to balance sheet values which would be appropriate were the going concern basis not to be applicable.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss , are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,454,531

2,989,446

Social security costs

157,296

270,629

Other pension costs

51,540

95,606

1,663,367

3,355,681

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

2024

2023

Production staff

19

22

Management and Administration staff

7

38

26

60

2024

2023

£

£

Directors' remuneration

120,000

173,980

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

Money purchase schemes

1

-

Company pension contributions in relation to money purchase defined contribution pension schemes in respect of directors for the year amounted to £4,500 (2023: £2,920).

4.	OPERATING PROFIT

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

2024

2023

£

£

Other operating leases

16,519

85,009

Depreciation - owned assets

89,513

75,653

Profit on disposal of fixed assets

(12,269

)

(10,920

)

Development costs amortisation

159,030

131,274

Auditors' remuneration

21,500

21,000

The sums paid for operating leases represent rents payable under the property leases entered into by Saferoad UK Ltd , the parent company of Saferoad VRS Ltd, for the benefit of its wholly owned UK subsidiary, who use the facilities . The operating lease commitments are a legal responsibility of the parent company and are disclosed in the financial statements of Saferoad UK Ltd.

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank interest

-

26,591

Hire purchase

16,128

16,952

16,128

43,543

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31st December 2024 nor for the year ended 31st December 2023.

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:

2024

2023

£

£

Profit before tax

346,864

380,566

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.521%)

86,716

89,513

Effects of:

Expenses not deductible for tax purposes

-

8,703

Income not taxable for tax purposes

(3,067

)

(2,568

)

Capital allowances in excess of depreciation

-

(32,774

)

Depreciation in excess of capital allowances

23,390

-

Utilisation of tax losses

(102,340

)

(42,278

)

Expenses deductible for tax

-

(20,596

)

Group relief

(4,699

)

-

Total tax charge

-

-

7.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

At 1st January 2024

and 31st December 2024

2,053,164

AMORTISATION

At 1st January 2024

875,760

Amortisation for year

159,030

At 31st December 2024

1,034,790

NET BOOK VALUE

At 31st December 2024

1,018,374

At 31st December 2023

1,177,404

8.	TANGIBLE FIXED ASSETS

Plant and

Motor

machinery

vehicles

Totals

£

£

£

COST

At 1st January 2024

94,211

1,206,868

1,301,079

Disposals

(94,211

)

(354,595

)

(448,806

)

At 31st December 2024

-

852,273

852,273

DEPRECIATION

At 1st January 2024

94,210

809,209

903,419

Charge for year

-

89,513

89,513

Eliminated on disposal

(94,210

)

(289,108

)

(383,318

)

At 31st December 2024

-

609,614

609,614

NET BOOK VALUE

At 31st December 2024

-

242,659

242,659

At 31st December 2023

1

397,659

397,660

9.

STOCKS

2024

2023

£

£

Stocks

2,880,000

3,230,295

The stocks consist of raw materials and components used in construction.

10.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Trade debtors

1,009,146

2,117,390

Amounts recoverable on long

term contracts

36,145

428,372

Amounts owed by group undertakings

799,390

-

VAT Debtor

16,342

95,343

Prepayments and accrued income

36,152

121,373

1,897,175

2,762,478