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Registered number: 15093765 Saf-Gard Safety Shoe Ltd Financial statements Information for filing with the registrar For the Period Ended 29 December 2024
Saf-Gard Safety Shoe Ltd Registered number: 15093765 Statement of Financial Position As at 29 December 2024
|  | 29 December |  | 31 December
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 4 |  | 720,229 |  | -
Tangible assets | 5 |  | 73,093 |  | -
|  |  | 793,322 |  | -
Current assets |  |  |  |  |
Stocks | 6 | 1,083,540 |  | - |
Debtors: amounts falling due within one year | 7 | 363,812 |  | 100 |
Cash at bank and in hand | 8 | 232,094 |  | - |
|  | 1,679,446 |  | 100 |
Creditors: amounts falling due within one year | 9 | (2,612,427) |  | - |
Net current (liabilities)/assets |  |  | (932,981) |  | 100
Total assets less current liabilities |  |  | (139,659) |  | 100
Creditors: amounts falling due after more than one year | 10 |  | (97,228) |  | -
Net (liabilities)/assets |  |  | (236,887) |  | 100
Capital and reserves |  |  |  |  |
Called up share capital | 11 |  | 100 |  | 100
Capital contribution reserve |  |  | 165 |  | -
Profit and loss account |  |  | (237,152) |  | -
|  |  | (236,887) |  | 100
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
R Darst
Director
Date: 12 September 2025
The notes on pages 2 to 12 form part of these financial statements. Page 1
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024
1. | General information
Saf-Gard Safety Shoe Ltd is a private company limited by share capital and incorporated in England and Wales. The registered office is Unit 3 Langham Park, Mansfield Road, Corbriggs, Chesterfield, Derbyshire, United Kingdom, S41 0GG. The company was incorporated on 24 August 2023 and commenced trading following the acquisition of the trade and assets of Safer Safety Limited on 1 February 2024. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The reporting period is the year ended 29 December 2024. As the company was incorporated on 24 August 2023, the comparative amounts presented in the financial statements are not entirely comparable. The company's accounting reference date is 31 December. The financial statements for this year have been drawn up to 29 December 2024, which falls within the permitted 7-day variation under the Companies Act 2006. The following principal accounting policies have been applied:
| 2.2 | Going concern
The company has made an operating loss of £65,092 (2023: £nil) and has net liabilities of £236,887 (2023: net assets of £100). The company has an intercompany loan balance due to its ultimate parent, Saf-Gard Safety Shoe Company Inc., of £2,400,152 (2023: £nil). This loan is considered a long-term loan and will only become repayable as funds become available to repay, or if the company were to cease being a subsidiary of Saf-Gard Safety Shoe Company Inc. The company's ultimate parent, has confirmed it intends to provide support wherever necessary to ensure that the company will continue to be able to pay all debts as they fall due for a period not less than 12 months from the date of approval of these financial statements. As a result of the above, the directors have deemed it appropriate to prepare the financial statements on a going concern basis. Page 2
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and loss account. Foreign exchange gains and losses are presented in the Profit and loss account within 'administrative expenses'.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.5 | Operating leases: the Company 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. Page 3
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024 2.Accounting policies (continued)
| 2.6 | 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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.8 | Taxation
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 reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 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 reporting date. Page 4
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024 2.Accounting policies (continued)
| 2.9 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Income and Retained Earnings over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Goodwill | - | 10 | years
|  |  |  | Trademarks | - | 10 | years
| 2.10 | 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:
|  |  |  | Plant and machinery | - | 15% |
|  |  |  | Fixtures and fittings | - | 20% |
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. Page 5
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024 2.Accounting policies (continued)
| 2.11 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.12 | 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.
| 2.13 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.14 | 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.
| 2.15 | Financial instruments
The Company 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 Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Page 6
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024 2.Accounting policies (continued)
| 2.15 | Financial instruments (continued)
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 are classified according to the substance of the contractual arrangements entered into. Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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 payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
3. | Employees
| The average monthly number of employees, including directors, during the period was 4 (2023 -0).
Page 7
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024
4. | Intangible assets
|  | Trademarks | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| Additions | 17,413 | 774,367 | 791,780
| At 29 December 2024 | 17,413 | 774,367 | 791,780
| Amortisation |  |  |
| Charge for the year | 567 | 70,984 | 71,551
| At 29 December 2024 | 567 | 70,984 | 71,551
| Net book value |  |  |
| At 29 December 2024 | 16,846 | 703,383 | 720,229
| At 31 December 2023 | - | - | -
Page 8
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024
5. | Tangible fixed assets
|  | Plant and machinery | Fixtures and fittings | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2024 | - | - | -
| Additions | 3,955 | - | 3,955
| Acquired through business combination | 81,516 | 3,484 | 85,000
| At 29 December 2024 | 85,471 | 3,484 | 88,955
| Depreciation |  |  |
| At 1 January 2024 | - | - | -
| Charge for the year | 15,406 | 456 | 15,862
| At 29 December 2024 | 15,406 | 456 | 15,862
| Net book value |  |  |
| At 29 December 2024 | 70,065 | 3,028 | 73,093
| At 31 December 2023 | - | - | -
6. | Stocks
|  |  |  |  | 29 December | 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Finished goods and goods for resale | 1,083,540 | -
7. | Debtors
|  |  |  |  | 29 December | 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 211,294 | -
| Other debtors | 60,659 | 100
| Prepayments and accrued income | 91,859 | -
|  | 363,812 | 100
Page 9
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024
8. | Cash and cash equivalents
|  |  |  |  | 29 December | 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 232,094 | -
9. | Creditors: Amounts falling due within one year
|  |  |  |  | 29 December | 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 16,785 | -
| Amounts owed to group undertakings | 2,400,152 | -
| Other taxation and social security | 371 | -
| Other creditors | 44,457 | -
| Accruals and deferred income | 150,662 | -
|  | 2,612,427 | -
10. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 29 December | 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other creditors | 97,228 | -
11. | Share capital
|  |  |  |  | 29 December | 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2023 -100) Ordinary shares of £1.00 each | 100 | 100
Page 10
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024
12. | Business combinations
| Acquisition of Safer Safety Limited
| On 1 February 2024, the trade and assets of Safer Safety Limited were acquired by Saf-Gard Safety Shoe Ltd. The net assets totalled £682,129, with consideration of £1,456,501 in the form of cash, deferred consideration and directly attributable costs.
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Tangible | 85,000 | - | 85,000
|  | 85,000 | - | 85,000
| Current Assets |  |  |
| Stocks | 597,129 | - | 597,129
| Total Assets | 682,129 | - | 682,129
| Total Identifiable net assets | 682,129 | - | 682,129
| Goodwill | 774,372
| Total purchase consideration | 1,456,501
| Consideration
|  |  |  |  | £
| Cash | 1,262,607
| Deferred consideration | 134,588
| Directly attributable costs | 59,306
| Total purchase consideration | 1,456,501
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 1,257,133
| Directly attributable costs | 5,474
| Net cash outflow on acquisition | 1,262,607
Page 11
Saf-Gard Safety Shoe Ltd Notes to the Financial Statements For the Period Ended 29 December 2024
13. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £4,187 (2023 - £nil) . Contributions totalling £371 (2023 -£nil) were payable to the fund at the balance sheet date and are included in creditors.
14. | Controlling party
The immediate and ultimate parent undertaking and controlling party of this Company is Saf-Gard Safety Shoe Company Inc., incorporated in the United States of America. Saf-Gard Safety Shoe Company Inc. is the parent undertaking of both the largest and smallest group for which group accounts are drawn up and of which the company is a member. Saf Gard Safety Shoe Company Inc.'s registered office is 2701 Patterson St, Greensboro, 27407, United States.
15. | Auditors' information
The auditors' report on the financial statements for the period ended 29 December 2024 was qualified. The qualification in the audit report was as follows: With respect to closing stock having a carrying value of £1,083,540 the audit evidence available to us was limited due to the absence of a stocktake at 29 December 2024 and we were unable to perform adequate alternative procedures to verify stock quantities. As a result, we were unable to obtain sufficient appropriate audit evidence regarding the physical existence and carrying value of closing stock as at 29 December 2024. Consequently, we were unable to determine whether any adjustments to stock balances were necessary. The audit report was signed on 16 September 2025 by Ryan Tattler (Senior Statutory Auditor) on behalf of Hurst Accountants Limited.
Page 12