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REGISTERED NUMBER: 11922190 (England and Wales)















Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

SDS Protection (Holdings) Limited

SDS Protection (Holdings) Limited (Registered number: 11922190)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Statement of Comprehensive Income 10

Consolidated Statement of Financial Position 11

Company Statement of Financial Position 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Statement of Cash Flows 15

Notes to the Consolidated Statement of Cash Flows 16

Notes to the Consolidated Financial Statements 17


SDS Protection (Holdings) Limited

Company Information
for the Year Ended 31 December 2024







DIRECTORS: R James
R A Critchley





SECRETARY: D Woolsgrove





REGISTERED OFFICE: Chancery House
30 St Johns Road
Woking
Surrey
GU21 7SA





BUSINESS ADDRESS: Unit 1
Bordon Trading Estate
Old Station Way
Bordon
Hampshire
GU35 9HH





REGISTERED NUMBER: 11922190 (England and Wales)





AUDITORS: WP Audit Services LLP
Chancery House
30 St Johns Road
Woking
Surrey
GU21 7SA

SDS Protection (Holdings) Limited (Registered number: 11922190)

Group Strategic Report
for the Year Ended 31 December 2024

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

PRINCIPAL ACTIVITY
The principal activity for the group in the year under review was that of the manufacture of specialist doorsets for healthcare, education and pharmaceutical.

REVIEW OF BUSINESS
The Board aims to present a review of the development and performance of the group during the year under review and its position at the year end. This review is consistent with the size and nature of the group and is written in the context of risks and uncertainties it faces.

The directors recognise a reduction in both turnover and profitability during the year. During the year, the business began investing in its future with development of its infrastructure, product range and team expertise. The directors expect that this will lead to improved performance in 2025 and beyond.

The directors consider that the key performance indicators are those that communicate the financial performance and strength of the group, primarily turnover, gross profit, EBITDA, net assets and cash. The group experienced a reduction in turnover with overall sales decreasing from £11.8m to £9.9m as a direct result of an underperformance of new sales in the preceding 12 to 18 months; in addition, the group saw a reduction in gross margin from 61.1% to 57.6% although this remained significantly above historical averages. This resulted in the gross profit decreasing from £7.2m to £5.7m in the year.

During the year, the group identified a historical manufacturing issue with a small number of doors (less than 1% of manufactured doors) that required some remedial works. All affected clients were contacted and remedial action is underway. A provision of c£765K for this remedial work has been recorded in the year. As a result, the EBITDA for the year reduced from £3.5m to £1.0m.

The group's net assets decreased from £1.5m to £0.3m. and cash increased from £1.3m to £1.7m.

The directors aim to maintain the group's existing management policies which have resulted in the group's period of trading. These policies include the intention to grow sales and maintain control over costs. The directors are confident that the group will continue to trade profitably in the future. The continuing profitability has left the company in a sound financial position at the end of the year and is in line with the group's expectations. They anticipate further growth in 2025 and beyond.

KEY PERFORMANCE INDICATORS
The group considers its Key Performance Indicators to be turnover, gross profit, net assets and cash.

2024 2023 2022
£    £    £   

Sales 9,936,268 11,818,411 11,355,468

Gross profit 5,722,738 7,218,557 5,842,060

Gross profit margin 57.6% 61.1% 51.4%

EBITDA 1,006,172 3,505,135 2,726,048

Net assets 261,020 1,537,980 1,522,426

Cash 1,666,318 1,330,429 1,010,649


SDS Protection (Holdings) Limited (Registered number: 11922190)

Group Strategic Report
for the Year Ended 31 December 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the group and the nature of its trading strategy are subject to a number of risks. The group operates a thorough risk assessment and management process which involves a formal review of all the risks identified and introducing processes to monitor and mitigate each risk, where possible.

The directors review the principal risks and uncertainties facing the group on a regular basis and ensure systems and policies are continuously updated to reflect any changes, they work in an efficient manner to minimise those risks and help achieve the group's objectives.

Cost inflation and supply chain
The group continues to have a strong supply chain system, which allows it to negotiate better purchasing terms and work with suppliers to improve supply chain efficiency. However, the group remains exposed to periods of cost inflation and continually assesses any risks identified with the aim of mitigating the threats these may have on the group's operations and profitability.

Principal financial instruments
The group's principal financial instruments comprise of bank balances, inventories, trade debtors, trade creditors, hire purchase finance and debenture loan notes. The main purpose of these instruments is to provide funds for the group's operations. Their existence exposes the group to a number of financial risks, which have been considered and are managed as follows:

Operational risk
Operational risk is the risk of a direct or indirect loss resulting from the inadequacies or failures of processes or controls due to technology, staff, organisation or external factors. To monitor and control operational risk, the group maintains a system of comprehensive policies and a control framework which is designed to provide a sound and well-controlled operational environment.

Liquidity risk
Liquidity risk is the risk that the group will have insufficient resources to meet its financial liabilities as they fall due. The group's strategy to managing liquidity risk is to ensure that the group has sufficient funds to meet all its potential liabilities as they fall due.

Interest rate risk
Interest rate risk is the risk that the financial performance of the group will be adversely affected by adverse fluctuations on interest rates being charged to the group on its financial instruments. The interest rate risk is managed by using fixed low interest rates on its borrowing. This is deemed sufficient to mitigate this risk.

Credit risk
The group has a significant and diverse customer base, ranging from large contractors to individual operations. The group works closely with a credit risk insurer whenever possible. This, combined with undertaking stringent credit checks, raising proforma invoices where considered appropriate and the implementation of further safeguards, where necessary, minimises credit risk.

Currency risk
Currency risk is the risk that the financial performance of the group will be adversely affected by adverse fluctuations in foreign currencies used by the group. The group has minimal exposure to foreign currency risk.


SDS Protection (Holdings) Limited (Registered number: 11922190)

Group Strategic Report
for the Year Ended 31 December 2024

GOING CONCERN
The group's business activities, together with the factors likely to affect its future development, performance and position are set out above. After making enquiries, the directors believe the group has sufficient resources to continue in operational existence for the foreseeable future.

The directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis.

ON BEHALF OF THE BOARD:





R James - Director


6 August 2025

SDS Protection (Holdings) Limited (Registered number: 11922190)

Report of the Directors
for the Year Ended 31 December 2024

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

DIVIDENDS
Interim dividends of £440,000 (2023: £1,660,000) were paid in the year. The directors recommend that no final dividend be paid.

RESEARCH AND DEVELOPMENT
The group is engaged in ongoing research and development aimed at improving and developing the next generation of fire door systems for hospitals and clinical environments.

DIRECTORS
R James has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

D Blake - resigned 11 November 2024
R A Critchley - appointed 1 January 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Report of the Directors
for the Year Ended 31 December 2024


AUDITORS
The auditors, WP Audit Services LLP, have indicated their willingness to continue in office.

ON BEHALF OF THE BOARD:





R James - Director


6 August 2025

Report of the Independent Auditors to the Members of
SDS Protection (Holdings) Limited

Opinion
We have audited the financial statements of SDS Protection (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
SDS Protection (Holdings) Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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

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

We obtained an understanding of the legal and regulatory framework that the company operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context include the Companies Act and tax legislation. In addition we considered the provisions of other laws and regulations that do not have an effect on the financial statements but compliance with which may be fundamental to the company's ability to incur or to avoid a material penalty, including the company's operating licences and environmental regulations.

Our procedures in response to the risks identified included reviewing the financial statements disclosures and testing supporting documentation to assess compliance with the provisions of relevant laws and regulations considered to have a direct effect in the financial statements, enquiring of management concerning actual or potential litigation and claims, performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud, reading minutes of meetings of those charged with governance, reviewing correspondence with relevant regulatory authorities and in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential audit risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
SDS Protection (Holdings) Limited


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Stuart Wright (Senior Statutory Auditor)
for and on behalf of WP Audit Services LLP
Chancery House
30 St Johns Road
Woking
Surrey
GU21 7SA

6 August 2025

SDS Protection (Holdings) Limited (Registered number: 11922190)

Consolidated
Statement of Comprehensive
Income
for the Year Ended 31 December 2024

31/12/24 31/12/23
Notes £    £   

TURNOVER 3 9,936,268 11,818,411

Cost of sales (4,213,530 ) (4,599,854 )
GROSS PROFIT 5,722,738 7,218,557

Administrative expenses (6,280,469 ) (5,282,800 )
(557,731 ) 1,935,757

Other operating income 87,518 87,518
OPERATING (LOSS)/PROFIT 5 (470,213 ) 2,023,275

Interest receivable and similar income - 23,955
(470,213 ) 2,047,230

Interest payable and similar expenses 6 (168,491 ) (191,362 )
(LOSS)/PROFIT BEFORE TAXATION (638,704 ) 1,855,868

Tax on (loss)/profit 7 (198,256 ) (180,314 )
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(836,960

)

1,675,554

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(836,960

)

1,675,554

(Loss)/profit attributable to:
Owners of the parent (836,960 ) 1,675,554

Total comprehensive income attributable to:
Owners of the parent (836,960 ) 1,675,554

SDS Protection (Holdings) Limited (Registered number: 11922190)

Consolidated Statement of Financial Position
31 December 2024

31/12/24 31/12/23
Notes £    £   
FIXED ASSETS
Intangible assets 10 5,305,884 6,530,319
Tangible assets 11 1,977,999 2,158,536
Investments 12 - -
7,283,883 8,688,855

CURRENT ASSETS
Stocks 13 538,940 669,192
Debtors 14 1,328,234 1,783,479
Cash at bank and in hand 1,666,318 1,330,429
3,533,492 3,783,100
CREDITORS
Amounts falling due within one year 15 (4,182,702 ) (3,515,753 )
NET CURRENT (LIABILITIES)/ASSETS (649,210 ) 267,347
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,634,673

8,956,202

CREDITORS
Amounts falling due after more than one
year

16

(6,276,967

)

(7,280,574

)

PROVISIONS FOR LIABILITIES 20 (96,686 ) (137,648 )
NET ASSETS 261,020 1,537,980

CAPITAL AND RESERVES
Called up share capital 21 100 100
Retained earnings 22 260,920 1,537,880
SHAREHOLDERS' FUNDS 261,020 1,537,980

The financial statements were approved by the Board of Directors and authorised for issue on 6 August 2025 and were signed on its behalf by:





R James - Director


SDS Protection (Holdings) Limited (Registered number: 11922190)

Company Statement of Financial Position
31 December 2024

31/12/24 31/12/23
Notes £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 10,307,155 17,307,155
10,307,155 17,307,155

CURRENT ASSETS
Debtors 14 100 100
Cash at bank 672,496 442,343
672,596 442,443
CREDITORS
Amounts falling due within one year 15 (2,194,825 ) (2,348,194 )
NET CURRENT LIABILITIES (1,522,229 ) (1,905,751 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

8,784,926

15,401,404

CREDITORS
Amounts falling due after more than one
year

16

(6,210,000

)

(7,170,000

)
NET ASSETS 2,574,926 8,231,404

CAPITAL AND RESERVES
Called up share capital 21 100 100
Retained earnings 2,574,826 8,231,304
SHAREHOLDERS' FUNDS 2,574,926 8,231,404

Company's (loss)/profit for the financial year (5,216,478 ) 1,619,032

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 6 August 2025 and were signed on its behalf by:





R James - Director


SDS Protection (Holdings) Limited (Registered number: 11922190)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 100 1,522,326 1,522,426

Changes in equity
Dividends - (1,660,000 ) (1,660,000 )
Total comprehensive income - 1,675,554 1,675,554
Balance at 31 December 2023 100 1,537,880 1,537,980

Changes in equity
Dividends - (440,000 ) (440,000 )
Total comprehensive income - (836,960 ) (836,960 )
Balance at 31 December 2024 100 260,920 261,020

SDS Protection (Holdings) Limited (Registered number: 11922190)

Company Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 100 8,272,272 8,272,372

Changes in equity
Dividends - (1,660,000 ) (1,660,000 )
Total comprehensive income - 1,619,032 1,619,032
Balance at 31 December 2023 100 8,231,304 8,231,404

Changes in equity
Dividends - (440,000 ) (440,000 )
Total comprehensive income - (5,216,478 ) (5,216,478 )
Balance at 31 December 2024 100 2,574,826 2,574,926

SDS Protection (Holdings) Limited (Registered number: 11922190)

Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024

31/12/24 31/12/23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,104,863 2,686,087
Interest paid (158,000 ) (172,200 )
Interest element of hire purchase payments
paid

(10,491

)

(19,162

)
Tax paid 417,447 (228,955 )
Net cash from operating activities 2,353,819 2,265,770

Cash flows from investing activities
Purchase of tangible fixed assets (74,119 ) (130,932 )
Sale of tangible fixed assets - 500
Interest received - 23,955
Net cash from investing activities (74,119 ) (106,477 )

Cash flows from financing activities
Loan repayments in year (960,000 ) (960,000 )
Capital repayments in year (100,884 ) (114,671 )
Amount introduced by directors - 995,158
Amount withdrawn by directors (442,927 ) (100,000 )
Equity dividends paid (440,000 ) (1,660,000 )
Net cash from financing activities (1,943,811 ) (1,839,513 )

Increase in cash and cash equivalents 335,889 319,780
Cash and cash equivalents at beginning of
year

2

1,330,429

1,010,649

Cash and cash equivalents at end of year 2 1,666,318 1,330,429

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31/12/24 31/12/23
£    £   
(Loss)/profit before taxation (638,704 ) 1,855,868
Depreciation charges 1,479,091 1,481,860
Profit on disposal of fixed assets - (219 )
Finance costs 168,491 191,362
Finance income - (23,955 )
1,008,878 3,504,916
Decrease in stocks 130,252 45,333
Decrease/(increase) in trade and other debtors 315,588 (723,245 )
Increase/(decrease) in trade and other creditors 650,145 (140,917 )
Cash generated from operations 2,104,863 2,686,087

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024
31/12/24 1/1/24
£    £   
Cash and cash equivalents 1,666,318 1,330,429
Year ended 31 December 2023
31/12/23 1/1/23
£    £   
Cash and cash equivalents 1,330,429 1,010,649


3. ANALYSIS OF CHANGES IN NET DEBT

At 1/1/24 Cash flow At 31/12/24
£    £    £   
Net cash
Cash at bank and in hand 1,330,429 335,889 1,666,318
1,330,429 335,889 1,666,318
Debt
Finance leases (208,469 ) 100,884 (107,585 )
Debts falling due within 1 year (960,000 ) - (960,000 )
Debts falling due after 1 year (7,170,000 ) 960,000 (6,210,000 )
(8,338,469 ) 1,060,884 (7,277,585 )
Total (7,008,040 ) 1,396,773 (5,611,267 )

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

SDS Protection (Holdings) Limited 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 General Information page.

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


2. ACCOUNTING POLICIES

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

Change in accounting policy
The group has changed its accounting policy on the amortisation rate of the goodwill arising on the acquisition of its subsidiary. Previously an annual impairment review was carried out, with no amortisation charge made if there was indication of an impairment. In line with UK GAAP the revised policy is to write the goodwill off over the estimated useful economic life of 10 years. See Note 10 for the impact of the change in the accounting policy.

Going concern
After reviewing the group's cash position, forecasts and projections for a period of 12 months from the accounts signing date, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Basis of consolidation
The consolidated financial statements incorporate those of SDS Protection (Holdings) Ltd and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits). All financial statements are made up to 31 December 2024.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquiree plus costs directly attributable to the business combination.

Any excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets and liabilities is recognised as goodwill. In accordance with Financial Reporting Standard 102 goodwill arising on consolidation is not amortised but must be tested annually for impairment.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

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.

Goodwill
Goodwill represents the excess of the cost of a business combination over the fair value of the group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition.

Goodwill is carried at cost less accumulated amortisation and accumulated impairment losses. Goodwill amortisation is calculated by applying the straight line method to its estimated useful life. Goodwill is being amortised over a period of 10 years.

Goodwill is reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable or as otherwise required by relevant accounting standards.

Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of net realisable value and value-in-use, are recognised as impairments. Impairment losses are recognised in the profit and loss account.

Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at the following rates:-

Long leasehold - straight line over 50 years
Improvements to property - 10% on cost
Plant and machinery - 10% and 25% on cost
Motor vehicles - 33% on reducing balance

Residual value is calculated on prices prevailing at the reporting date, after estimated costs of disposal, for the asset as if it were at the age and in the condition expected at the end of its useful life.

Impairment of fixed assets
Fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable or as otherwise required by relevant accounting standards.

Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of net realisable value and value-in-use, are recognised as impairments. Impairment losses are recognised in the profit and loss account.

Stocks and work in progress
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.


SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

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

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Foreign currencies
Transactions in currencies other than the functional currency (foreign currencies) are initially recorded at the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102, in full, to all of its financial instruments.

Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument, and are offset only when the group currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets
Debtors
Debtors which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price. Debtors are subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.

Where an arrangement with a debtor constitutes a financing transaction, the debtor is initially and subsequently measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

A provision for impairment of debtors is established when there is evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event accruing after the impairment loss was recognised, are recognised immediately in profit or loss.

Financial liabilities and equity
Creditors
Creditors which are payable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled.

Borrowings
Borrowings are initially recognised at the transaction price, including transaction costs, and subsequently measured at amortised cost using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and other similar charges.

Derecognition of financial assets and liabilities
A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, 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. A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires.

Dividends
Dividends are recognised as liabilities once they are no longer at the discretion of the company.

Critical accounting judgements and areas of judgement
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions
The group makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Valuation of investments
The most critical estimates and assumptions for investments relate to the determination of carrying values of unlisted investments at fair value through profit and loss. In determining this amount, the group applies the overriding concept that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm's length transaction. The nature, facts and circumstances of the investment drives the valuation methodology.

Valuation of inventories
Inventories are stated at the lower of cost and net realisable value. Estimates are made in respect of determining the net realisable value of inventories and so the amount of impairment losses. The directors have assessed the net realisable value of the group's inventories having regard to the age of the stock, the number of individual items held and the level of recent sales of stock lines. However the assessment of net realisable value is inherently subjective as it is made on the basis on previous sale activity which may in future not prove to be accurate.

Valuation of warranty provisions
The group has an obligation to recognise a warranty provision when it has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefit in settlement, and the amount of the obligation can be estimated reliably.

The group sells goods with a warranty which covers customers for the costs of repairs where the goods do not meet certified standards. An estimate has been made for the cost of making such repairs and so the amount of any provisions, by contacting customers to identify any repair works required and the cost of doing so based on previous works carried out.

The assessment of the warranty provision is however inherently subjective as it is based on responses received by customers, an assessment of the likelihood of rectification works and the cost of doing so based on previous works carried out that may in the future not prove to be accurate.

3. TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31/12/24 31/12/23
£    £   
Specialist doorsets 9,936,268 11,818,411
9,936,268 11,818,411

In the year to 31 December 2024 less than 1% (2023: less than 3%) of the group's turnover was to markets outside the United Kingdom.

4. EMPLOYEES AND DIRECTORS
31/12/24 31/12/23
£    £   
Wages and salaries 2,921,389 2,859,333
Social security costs 311,287 296,141
Other pension costs 43,260 34,786
3,275,936 3,190,260

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
31/12/24 31/12/23

Office 38 35
Production 21 29
59 64

31/12/24 31/12/23
£    £   
Directors' remuneration 50,028 17,400

5. OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

31/12/24 31/12/23
£    £   
Hire of plant and machinery 179,335 182,014
Depreciation - owned assets 195,121 183,137
Depreciation - assets on hire purchase contracts 59,535 74,288
Profit on disposal of fixed assets - (219 )
Goodwill amortisation 1,224,435 1,224,435
Auditors' remuneration 18,000 18,000
Operating lease rentals 332,361 158,000
Research and development 45,942 72,592

6. INTEREST PAYABLE AND SIMILAR EXPENSES
31/12/24 31/12/23
£    £   
Interest payable 158,000 172,200
Hire purchase 10,491 19,162
168,491 191,362

7. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
31/12/24 31/12/23
£    £   
Current tax:
UK corporation tax 150,000 400,000
Prior year under / (over) provision 89,218 (240,180 )
Total current tax 239,218 159,820

Deferred tax (40,962 ) 20,494
Tax on (loss)/profit 198,256 180,314

UK corporation tax has been charged at 25 % .

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31/12/24 31/12/23
£    £   
(Loss)/profit before tax (638,704 ) 1,855,868
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 23.500 %)

(159,676

)

436,129

Effects of:
Expenses not deductible for tax purposes 361,893 290,722
Adjustments to tax charge in respect of previous periods 89,218 (240,180 )


Patent box (71,041 ) (345,954 )
Other tax adjustments (22,138 ) 39,597
Total tax charge 198,256 180,314

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
31/12/24 31/12/23
£    £   
Ordinary A shares of 0.1 each
Interim 440,000 1,660,000

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
Cost
At 1 January 2024
and 31 December 2024 12,244,349
Amortisation
At 1 January 2024 5,714,030
Amortisation for year 1,224,435
At 31 December 2024 6,938,465
Net book value
At 31 December 2024 5,305,884
At 31 December 2023 6,530,319

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

11. TANGIBLE FIXED ASSETS

Group
Improvements
Long to Plant and Motor
leasehold property machinery vehicles Totals
£    £    £    £    £   
Cost
At 1 January 2024 1,491,353 220,094 1,042,073 130,180 2,883,700
Additions - 31,338 42,781 - 74,119
At 31 December 2024 1,491,353 251,432 1,084,854 130,180 2,957,819
Depreciation
At 1 January 2024 71,930 57,263 552,578 43,393 725,164
Charge for year 23,094 23,392 179,530 28,640 254,656
At 31 December 2024 95,024 80,655 732,108 72,033 979,820
Net book value
At 31 December 2024 1,396,329 170,777 352,746 58,147 1,977,999
At 31 December 2023 1,419,423 162,831 489,495 86,787 2,158,536

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Improvements
to Plant and Motor
property machinery vehicles Totals
£    £    £    £   
Cost
At 1 January 2024
and 31 December 2024 189,330 47,847 130,180 367,357
Depreciation
At 1 January 2024 52,066 32,895 43,393 128,354
Charge for year 18,933 11,962 28,640 59,535
At 31 December 2024 70,999 44,857 72,033 187,889
Net book value
At 31 December 2024 118,331 2,990 58,147 179,468
At 31 December 2023 137,264 14,952 86,787 239,003

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
Cost
At 1 January 2024 17,307,155
Impairments (7,000,000 )
At 31 December 2024 10,307,155
Net book value
At 31 December 2024 10,307,155
At 31 December 2023 17,307,155


The company's subsidiary undertakings are:


Company
Country of
incorporation
Class of
shares

%
Specialist Door Solutions Ltd England Ordinary 100%
SDS Protection Ltd England Ordinary 100%

The financial statements of all subsidiaries are prepared to 31 December.

The registered office of the subsidiary undertakings is Chancery House, 30 St Johns Road, Woking, GU21 7SA. The principal place of business of the group is Unit 1, Bordon Trading Estate, Old Station Way, Bordon, GU35 9HH

The principal activity of Specialist Door Solutions Ltd is the sale of doors to hospitals and clinical environments.

SDS Protection Ltd ceased trading on 31 December 2022 and has been dormant since then.

13. STOCKS

Group
31/12/24 31/12/23
£    £   
Stocks 538,940 669,192

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31/12/24 31/12/23 31/12/24 31/12/23
£    £    £    £   
Trade debtors 795,941 1,192,233 - -
Other debtors 100 100 100 100
Tax - 139,657 - -
Prepayments and accrued income 532,193 451,489 - -
1,328,234 1,783,479 100 100

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31/12/24 31/12/23 31/12/24 31/12/23
£    £    £    £   
Other loans (see note 17) 960,000 960,000 960,000 960,000
Hire purchase contracts (see note 18) 40,618 97,895 - -
Trade creditors 785,223 784,885 - -
Amounts owed to group undertakings - - 1,227,175 274,072
Tax 517,008 - - -
Social security and other taxes 108,835 122,035 7,650 8,610
VAT 217,479 281,680 - -
Other creditors and accruals 315,862 1,098 - -
Directors' current accounts 379,716 1,124,382 - 1,105,512
Accruals and deferred income 857,961 143,778 - -
4,182,702 3,515,753 2,194,825 2,348,194

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

Group Company
31/12/24 31/12/23 31/12/24 31/12/23
£    £    £    £   
Other loans (see note 17) 6,210,000 7,170,000 6,210,000 7,170,000
Hire purchase contracts (see note 18) 66,967 110,574 - -
6,276,967 7,280,574 6,210,000 7,170,000

17. LOANS

An analysis of the maturity of loans is given below:

Group Company
31/12/24 31/12/23 31/12/24 31/12/23
£    £    £    £   
Amounts falling due within one year or on demand:
Other loans 960,000 960,000 960,000 960,000
Amounts falling due between one and two years:
Other loans - 1-2 years 960,000 960,000 960,000 960,000
Amounts falling due between two and five years:
Other loans - 2-5 years 2,880,000 2,880,000 2,880,000 2,880,000
Amounts falling due in more than five years:
Repayable by instalments
Other loans more 5yrs instal 2,370,000 3,330,000 2,370,000 3,330,000

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
31/12/24 31/12/23
£    £   
Gross obligations repayable:
Within one year 43,395 108,284
Between one and five years 66,994 113,379
110,389 221,663

Finance charges repayable:
Within one year 2,777 10,389
Between one and five years 27 2,805
2,804 13,194

Net obligations repayable:
Within one year 40,618 97,895
Between one and five years 66,967 110,574
107,585 208,469

Group
Non-cancellable operating leases
31/12/24 31/12/23
£    £   
Within one year 250,624 332,361
Between one and five years 236,081 187,780
486,705 520,141

19. SECURED DEBTS

The Other Loans are repayable by month instalments of £80,000 at a fixed interest rate of 2% per annum.

Obligations under finance leases and hire purchase contracts are secured by related assets.

The group has a bank overdraft facility of £500,000 which is secured on the group's leasehold property. The overdraft facility was not being used at the balance sheet date.

20. PROVISIONS FOR LIABILITIES

Group
31/12/24 31/12/23
£    £   
Deferred tax 96,686 137,648

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

20. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 January 2024 137,648
Credit to Statement of Comprehensive Income during year (40,962 )
Balance at 31 December 2024 96,686

Deferred tax has arisen due to accelerated capital allowances. The timing of the reversal of the provision is uncertain due to the offset of excess depreciation of existing assets and accelerated capital allowances being claimed on future purchases.

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31/12/24 31/12/23
value: £    £   
1,000 Ordinary A 0.1 100 100

The company's shares, which carry no right to fixed income, each carry the right to one vote at general meetings of the company.

22. RESERVES

Group
Retained
earnings
£   

At 1 January 2024 1,537,880
Deficit for the year (836,960 )
Dividends (440,000 )
At 31 December 2024 260,920

Reserves of the group represent the following:

Retained earnings
The cumulative profit and loss net of distributions to owners.

23. CONTINGENT LIABILITIES

Under the terms of a share purchase and variation agreement entered into in February 2021, upon transfer of a majority of the issued shares in SDS Protection (Holdings) Limited to a third party (other than a buyer or a connected person) the company shall pay an exit obligation payment of up to £6m.

The shareholders have no plans to sell to a third party and as a sale is not probable at this time no provision has been made in respect of this contingent liability.

24. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

Included in creditors is an amount of £301,739 (2023: £615,073) due to Mr D Blake and an amount of £379,716 (2023: £509,309) due to Mr R James. The loans are interest free.

SDS Protection (Holdings) Limited (Registered number: 11922190)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

25. ULTIMATE CONTROLLING PARTY

The group and company is controlled by its board of directors.