REGISTERED NUMBER: 05697518 (England and Wales)

Saferoad UK 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

3

Report of the Directors

4

to

5

Report of the Independent Auditor

6

to

7

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

to

21

DIRECTORS:

I Sherriff

J Craik

SECRETARY:

I Sherriff

REGISTERED OFFICE:

Concord House Bessemer Way

Sawcliffe Industrial Park

Scunthorpe

South Humberside

DN15 8XE

REGISTERED NUMBER:

05697518 (England and Wales)

SENIOR STATUTORY AUDITOR:

Liam Leo McShane FCCA

AUDITOR:

Mcshane Wright

2 College Street

Higham Ferrers

Rushden

NN10 8DZ

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

REVIEW OF BUSINESS

Overview

The principal activity of the company has been the selling of materials used in road and rail infrastructure projects to its wholly owned subsidiary , Saferoad VRS Ltd ,and to other installers used in vehicle restraint systems , environmental barrier , pedestrian guardrail and parapet applications .The parent company is involved in parapet ( bridge) project applications whereas the subsidiary deals mainly with vehicle restrain systems and environmental barrier applications.

.

The company sources 67% of its purchases, including tested VRS products, from the wider international Saferoad Group.

The parent company has made a gross profit of 21.5% up from the previous year of 12.1% ,and a profit before taxation of £194,724 (2023 Profit before taxation :£237,359).

A major finance cost is the annual interest payable of £234,084 (2023- £249,983) on the loan from the overseas parent company. The subsidiary has had a successful year although the turnover decreased by 61.4% but still achieved a profit before taxation of £346,864 ( 2023 profit before taxation £380,566). This means that if the two companies are viewed together as an economic unit, in both 2024 and 2023 they made a profit before taxation.

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 continuing development of 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.

PRINCIPAL RISKS AND UNCERTAINTIES

Principle Risks and Uncertainties

Steel prices remained stable throughout 2024. However, uncertainty stemming from ongoing global conflicts and, more recently, the introduction of tariffs has made long-term planning increasingly difficult. These geopolitical tensions, coupled with broader economic instability, have contributed to a more volatile and unpredictable market environment.

In both the UK and the Republic of Ireland, the ongoing need for highway maintenance continues to drive demand for Saferoad products. Nevertheless, recent government spending cuts have made it harder to plan with confidence, reducing long-term visibility in our order book and amplifying overall market uncertainty. In addition, delays to major infrastructure projects, now expected to extend into late 2025 or even 2026, further limit the potential for significant short-term growth. Despite these challenges, we remain focused on maintaining current turnover levels.

Compounding these issues, the one-year deferment of RIS 3, with only an interim settlement currently in place, has further delayed critical funding for infrastructure. This lack of clarity significantly impairs our ability to plan and forecast with any certainty.

Moreover, the recent rise in Employers' National Insurance contributions presents yet another challenge. We will need to navigate this carefully in order to mitigate its potential impact on our margins.

HEALTH AND SAFETY

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.

OUTLOOK AND STRATEGY

The Strategy

As we progress through 2025, our primary objective is to maintain stable revenue levels, while focusing on fortifying the company and positioning it for growth as the market begins to recover in 2026/27. We anticipate shifts in market dynamics that will present new opportunities for recovery, and we have developed a comprehensive strategic plan to ensure we are well-positioned to capitalize on these opportunities.

Our strategy encompasses several key initiatives aimed at expanding our market presence and enhancing operational efficiency:

In summary, our strategy is designed to sustain stability throughout 2025, while positioning the business for long-term growth in the years ahead. By focusing on market share expansion, fostering strategic partnerships, improving operational efficiency, driving innovation, and pursuing diversification, we are confident in our ability to meet our objectives and deliver sustained value to our stakeholders.

KEY PERFORMANCE INDICATORS FOR THE UK GROUP

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.

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 increases in materials and fuel as a result of the Russian invasion of Ukraine. The group and 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 Craik - Director

15th April 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the selling of construction products to the construction industry and also to its wholly owned UK subsidiary company Saferoad VRS Ltd.

DIVIDENDS

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

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 Craik - appointed 13th June 2024

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

FINANCIAL INSTRUMENTS

The company has net assets of £1.67 Million but has net current liabilities of £1.37 Million. The Subsidiary company has net assets of £5.77 Million with net current assets of £4.65 Million.Of the £3.97 Million of creditors due under 1 year in Saferoad UK Ltd ,£2.44 million are to group companies.Of this £799,390 is owed to its subsidiary company and £1.215 Million loan repayments to the parent company Saferoad Holding AS.

The only risk would be if Saferoad Holding AS requested the repayment of the loan but this is considered unlikely as Saferoad UK Ltd acts as a selling outlet for Saferoad Group products sold both to its wholly owned subsidiary company, Saferoad VRS Ltd ,and also to the wider construction industry in the road and rail sector in the UK and the Republic of Ireland .Both Saferoad UK Ltd and Saferoad VRS Ltd use Saferoad Group products in their road and bridge infrastructure activities

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). 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 Craik - Director

15th April 2025

Opinion

I have audited the financial statements of Saferoad UK 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 four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 and its subsidiary, 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 subsidiary company, Saferoad VRS Ltd .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 the company's financial statements to 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

14,547,315

7,865,383

Cost of sales

(11,424,793

)

(6,917,149

)

GROSS PROFIT

3,122,522

948,234

Distribution costs

(386,270

)

(414,850

)

Administrative expenses

(2,312,409

)

(48,309

)

OPERATING PROFIT

5

423,843

485,075

Interest receivable and similar income

6,191

2,267

430,034

487,342

Interest payable and similar expenses

6

(235,310

)

(249,983

)

PROFIT BEFORE TAXATION

194,724

237,359

Tax on profit

7

266,000

-

PROFIT FOR THE FINANCIAL YEAR

460,724

237,359

PROFIT FOR THE YEAR

460,724

237,359

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

460,724

237,359

FIXED ASSETS

Intangible assets

8

410,328

-

Tangible assets

9

49,383

31,801

Investments

10

3,577,632

3,577,632

4,037,343

3,609,433

CURRENT ASSETS

Stocks

11

164,285

-

Debtors

12

2,314,649

601,162

Cash at bank

119,507

37,851

2,598,441

639,013

CREDITORS

Amounts falling due within one year

13

3,970,634

1,444,020

NET CURRENT LIABILITIES

(1,372,193

)

(805,007

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,665,150

2,804,426

CREDITORS

Amounts falling due after more than one year

14

1,000,000

1,600,000

NET ASSETS

1,665,150

1,204,426

CAPITAL AND RESERVES

Called up share capital

16

1,000

1,000

Share premium

17

350,001

350,001

Revaluation reserve

17

3,577,629

3,577,629

Retained earnings

17

(2,263,480

)

(2,724,204

)

SHAREHOLDERS' FUNDS

1,665,150

1,204,426

The financial statements were approved by the Board of Directors and authorised for issue on 15th April 2025 and were signed on its behalf by:

I Sherriff - Director

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1st January 2023

1,000

(2,961,563

)

350,001

3,577,629

967,067

Changes in equity

Total comprehensive income

-

237,359

-

-

237,359

Balance at 31st December 2023

1,000

(2,724,204

)

350,001

3,577,629

1,204,426

Changes in equity

Total comprehensive income

-

460,724

-

-

460,724

Balance at 31st December 2024

1,000

(2,263,480

)

350,001

3,577,629

1,665,150

1.	STATUTORY INFORMATION

Saferoad UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

The ultimate Saferoad Group and direct parent company for the whole year to 31st December 2021 is Saferoad Holding AS ( incorporated in Norway).The company's registered address is Enebakkveien 150, 0680 Oslo, Norway .

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Saferoad UK Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Saferoad Holding AS, Saferoad Group,PO box N6151 Orsta,Norway..

The company is controlled by Saferoad Holding AS , a company incorporated in Norway which is the ultimate parent undertaking and controlling party . Copies of its group financial statements , which include the company, are available at Saferoad Group , PO box 34 N6151 Orsta, Norway.

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.

Critical accounting 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 value 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 the 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 revision and future periods where the revision affects both current and future periods.

Turnover

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

Intangible assets

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

Development costs are being amortised evenly over their estimated useful life of nil years.

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 the cost less estimated residual value of each asset over its estimated useful life.

Fixtures and fittings

-

10% on cost

Motor vehicles

-

33% on cost and 20% on cost

Computer equipment

-

20% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

The investment in the subsidiary company, Saferoad VRS Ltd, is stated at deemed cost at the adoption of FRS102 in the sum of £3,577,632. (This is made up of an historical cost figure of £3 and a revaluation in the year ended 31st December 2013 of £3,577,629). The deemed cost is subject to an annual impairment review .

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.

Financial instruments

The company has elected to apply the provisions of section 11" Basic Financial Instruments " and section 12" Other Financial Instruments Issues " of FRS 102 to all of its financial instruments.

Most of the assets and liabilities are due in under one year and are recognised at the initial transaction price which for trade debtors may be adjusted as a result of perceived bad and doubtful debts and for trade creditors may be subject to fluctuations in overseas exchange rates giving rise to settlement amounts differing from the initial recognition.

The only financial liability due after one year is a loan owing to Saferoad Holding AS , formerly due to Saferoad AS , the Norwegian parent company, which carries a commercial rate of interest and is denominated in UK sterling. Thus fair value issues do not arise on this liability.

Taxation

Taxation for the year comprises current and deferred tax. Income Statement

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.r substantively enacted by the balance sheet date.

Deferred tax

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

yearDeferred 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

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 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.

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,468,984

-

Social security costs

147,730

-

Other pension costs

66,161

-

1,682,875

-

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

2024

2023

Directors

3

2

Staff

30

-

33

2

2024

2023

£

£

Directors' remuneration

206,970

-

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

Money purchase schemes

2

-

Information regarding the highest paid director for the year ended 31st December 2024 is as follows:

2024

£

Emoluments etc

103,500

Company pension contributions in relation to money purchase defined contribution pension schemes in respect of directors for the year amounted to £8,680 (2023 -£Nil). The equivalent figure for the highest paid director was £4,905 (2023-£Nil).

5.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Other operating leases

76,929

-

Depreciation - owned assets

47,909

31,797

Development costs amortisation

6,444

-

Auditors' remuneration

18,000

4,750

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Other interest payable and similar charges

1,226

-

Interest payable to parent company

234,084

249,983

235,310

249,983

7.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

2024

2023

£

£

Deferred tax

(266,000

)

-

Tax on profit

(266,000

)

-

Reconciliation of total tax credit 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

194,724

237,359

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

48,681

55,779

Effects of:

Capital allowances in excess of depreciation

(8,114

)

-

Depreciation in excess of capital allowances

-

7,472

Utilisation of tax losses

(40,567

)

(63,251

)

Deferred Taxation

(266,000

)

-

Total tax credit

(266,000

)

-

8.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

Additions

416,772

At 31st December 2024

416,772

AMORTISATION

Amortisation for year

6,444

At 31st December 2024

6,444

NET BOOK VALUE

At 31st December 2024

410,328

9.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

Computer

fittings

vehicles

equipment

Totals

£

£

£

£

COST

At 1st January 2024

313,818

-

43,200

357,018

Additions

-

65,491

-

65,491

At 31st December 2024

313,818

65,491

43,200

422,509

DEPRECIATION

At 1st January 2024

282,017

-

43,200

325,217

Charge for year

31,800

16,109

-

47,909

At 31st December 2024

313,817

16,109

43,200

373,126

NET BOOK VALUE

At 31st December 2024

1

49,382

-

49,383

At 31st December 2023

31,801

-

-

31,801