REGISTERED NUMBER: 10893427 (England and Wales)

ARMORGARD HOLDINGS LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

B Mitchell

P R Mitchell

R Mitchell

T Mitchell

W Mitchell

REGISTERED OFFICE:

Unit 14-16 Fareham Industrial Park

Standard Way

Fareham

Hampshire

PO16 8XB

REGISTERED NUMBER:

10893427 (England and Wales)

AUDITORS:

Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

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

REVIEW OF BUSINESS

The principal activity of the company is the holding and oversight of investments of group subsidiaries. As the company does not trade there is no business to report on.

Dividend income for the year was £3,623,861, compared with £2,680,775 in the previous financial year. The company's profit before tax for the financial year was £3,676,281 (2023: £2,665,311).

The net assets of the company were £12,415,427 (2023: £10,752,251).

PRINCIPAL RISKS AND UNCERTAINTIES

The main risk to the company is that of fluctuations in exchange rates which is mitigated by hedging as appropriate.

The company's fiduciary management of cash flow is closely monitored and all risks are identified and addressed.

KEY PERFORMANCE INDICATORS

The directors monitor the business using a combination of both financial and non-financial key performance indicators.

Key performance indicators include dividend income, profit before tax and net assets.

The key performance indicators tracked by the directors are included in the Review of Business above.

ON BEHALF OF THE BOARD:

T Mitchell - Director

25 September 2025

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

DIVIDENDS

Ordinary dividends were paid amounting to £2,000,000 (2023: £1,500,000). The directors do not recommend payment of a further dividend.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

B Mitchell

P R Mitchell

R Mitchell

T Mitchell

W Mitchell

FINANCIAL INSTRUMENTS

The only financial instruments relate to inter-group loans, cash balances and fixed rate loans. The directors do not consider there to be any risk in relation to the financial instruments, which are regularly monitored and reviewed.

THIRD PARTY INDEMNITIES

Qualifying third party indemnity provisions for the benefit of the directors were in force during the year under review and remain in force as at the date of approval of the financial statements.

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 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 company's auditors are aware of that information.

AUDITORS

The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T Mitchell - Director

25 September 2025

Opinion

We have audited the financial statements of Armorgard Holdings Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of 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 our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 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

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 company 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 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 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 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 we are 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, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; 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

-	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 three, 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.

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.

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

We obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect on the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act.

Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as the management override of controls. Audit procedures were designed to ensure all of the risks were addressed.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

o

enquiring of management as to actual and potential litigation and claims; and

o

reviewing any correspondence with regulators and the company's legal advisors.

To address the risk of fraud through management bias and override of controls, we:

o

performed analytical procedures to identify any unusual or unexpected relationships; and

o

tested journal entries to identify unusual transactions; and

o

assessed whether judgements and assumptions contained any indication of potential bias.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

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.

Robin Lloyd (Senior Statutory Auditor)

for and on behalf of Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

25 September 2025

TURNOVER

-

-

Exceptional items

-

108,959

Administrative expenses

(22,303

)

(10,731

)

(22,303

)

98,228

OPERATING PROFIT/(LOSS)

4

22,303

(98,228

)

Income from shares in group undertakings

3,623,861

2,680,775

Interest receivable and similar income

36,987

90,013

3,660,848

2,770,788

3,683,151

2,672,560

Interest payable and similar expenses

6

6,870

7,249

PROFIT BEFORE TAXATION

3,676,281

2,665,311

Tax on profit

7

13,105

13,135

PROFIT FOR THE FINANCIAL YEAR

3,663,176

2,652,176

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,663,176

2,652,176

FIXED ASSETS

Investments

9

9,917

9,917

CURRENT ASSETS

Debtors

10

8,746,217

8,064,995

Cash at bank

4,030,500

4,656,929

12,776,717

12,721,924

CREDITORS

Amounts falling due within one year

11

24,075

1,614,829

NET CURRENT ASSETS

12,752,642

11,107,095

TOTAL ASSETS LESS CURRENT LIABILITIES

12,762,559

11,117,012

CREDITORS

Amounts falling due after more than one year

12

347,132

364,761

NET ASSETS

12,415,427

10,752,251

CAPITAL AND RESERVES

Called up share capital

14

910

910

Retained earnings

15

12,414,517

10,751,341

12,415,427

10,752,251

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

T Mitchell - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

910

9,599,165

-

9,600,075

Changes in equity

Dividends

-

(1,500,000

)

-

(1,500,000

)

Total comprehensive income

-

2,652,176

-

2,652,176

Balance at 31 December 2023

910

10,751,341

-

10,752,251

Changes in equity

Increase in share capital

910

-

(910

)

-

Reduction in share capital

(910

)

-

910

-

Dividends

-

(2,000,000

)

-

(2,000,000

)

Total comprehensive income

-

3,663,176

-

3,663,176

Balance at 31 December 2024

910

12,414,517

-

12,415,427

1.	STATUTORY INFORMATION

Armorgard Holdings Limited is a private company, limited by shares, incorporated in England and Wales. The registered office address is Units 14-16 Fareham Industrial Park, Standard Way, Fareham, Hampshire, PO16 8XB. The company's registered number is 10893427.

The principal activity of Armorgard Holdings Limited is that of a holding company.

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.

The presentation currency is £ sterling.

Going concern

The financial statements have been prepared on a going concern basis.

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 requirement of paragraph 3.17(d);

•

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 requirement of paragraph 33.7.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The directors do not consider there to be any significant judgements or estimates.

Financial instruments

The company only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measure at amortised cost.

Taxation

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

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 Balance Sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet 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.

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.

Investments

Investments in subsidiary and associate undertakings are recognised at cost.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Exceptional items

Exceptional items are one off, material items outside of the normal course of business which are not related to the company's trading activities.

Consolidated financial statements

The financial statements contain information about Armorgard Holdings Limited as an individual company as do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by section 400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in EEA group accounts of a larger group.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024

2023

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT/(LOSS)

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

2024

2023

£

£

Foreign exchange differences

(22,484

)

(10,911

)

Audit fees totalling £5,000 (2023: £12,275) were borne by Armorgard Limited, a subsidiary company.

5.	EXCEPTIONAL ITEMS

Exceptional items relate to provisions against items which aren't considered to be recoverable based on a decision made by the directors to cease activities with related entities. The expense in the prior year was made up as follows:

2023

£

Impairment of fixed asset investments

71,309

Provision against amounts owed by related parties

37,650

108,959

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Loan interest

6,870

7,249

7.

TAXATION

Analysis of the tax charge

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

2024

2023

£

£

Current tax:

UK corporation tax

13,105

13,135

Tax on profit

13,105

13,135

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

3,676,281

2,665,311

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

919,070

626,908

Effects of:

Expenses not deductible for tax purposes

-

16,773

Income not taxable for tax purposes

(905,965

)

(630,546

)

Total tax charge

13,105

13,135

8.

DIVIDENDS

2024

2023

Ordinary shares of £1 each

£

£

Final

2,000,000

1,500,000

9.	FIXED ASSET INVESTMENTS

Shares in

group

Interest in

undertakings

associate

Totals

£

£

£

COST

At 1 January 2024

and 31 December 2024

9,917

71,309

81,226

PROVISIONS

At 1 January 2024

and 31 December 2024

-

71,309

71,309

NET BOOK VALUE

At 31 December 2024

9,917

-

9,917

At 31 December 2023

9,917

-

9,917

Details of the investments in which the company holds 20% or more of the ordinary share capital are as follows:

Subsidiary

Registered office

Direct %

Indirect %

Total %

Armorgard Limited

Units 14-16 Fareham Industrial Park, Standard Way, Fareham, PO16 8XB, United Kingdom

100

-

100

Armorgard France

Île Chambenier Sud, 10 Parc Industriel Rhône Vallée Sud, 07250 Le Pouzin, France

100

-

100

Armorgard USA Inc

185 Alewife Brook Pkwy Ste 210, Cambridge, MA 02138, United States

100

-

100

Armorgard Canada Inc

251 Saulteaux Cresent Unit 207, Winnipeg, MB R3J 3C7, Canada

100

-

100

Associates

Armorgard Australia Pty Limited

100 Silverwater Road, Silverwater, NSW 128, Australia

43.75

-

43.75

Armorgard NZ Ltd

13 Raiha Street, Elsdon, Porirua 5022, New Zealand

19

12.69

31.69

The indirect shareholding in Armorgard NZ Ltd is due to 29% of the shares being held by Armorgard Australia Pty Limited.

The nature of business for each entity is the manufacture of fabricated metal products.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

8,686,218

7,149,978

Other debtors

59,999

915,017

8,746,217

8,064,995

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other loans (see note 13)

2,014

-

Amounts owed to group undertakings

8,956

8,956

Corporation tax

13,105

13,135

Other creditors

-

1,592,738

24,075

1,614,829

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Other loans (see note 13)

347,132

364,761

13.

LOANS

An analysis of the maturity of loans is given below:

2024

2023

£

£

Amounts falling due within one year or on demand:

Other loans

2,014

-

Amounts falling due between one and two years:

Other loans - 1-2 years

47,625

-

Amounts falling due between two and five years:

Other loans - 2-5 years

148,720

50,656

Amounts falling due in more than five years:

Repayable by instalments

Other loans more 5yrs instal

150,787

314,105

The other loans are due for repayment in full on 1 October 2032. Across the life of the loan interest is accrued at a rate of 2% with payments commencing on 1 October 2025 for 84 consecutive months.

14.	CALLED UP SHARE CAPITAL

2024

2023

£

No.

No.

£

Ordinary A Shares of £1 each

88

88

100

100

Ordinary B Shares of £1 each

50

50

100

100

Ordinary C Shares of £1 each

88

88

100

100

Ordinary D Shares of £1 each

88

88

100

100

Ordinary E Shares of £1 each

50

50

100

100

Ordinary F Shares of £1 each

87

87

100

100

Ordinary G Shares of £1 each

87

87

100

100

Ordinary H Shares of £1 each

87

87

100

100

Ordinary I Shares of £1 each

-

-

50

50

Ordinary J Shares of £1 each

-

-

50

50

Ordinary K Shares of £1 each

10

10

10

10

Ordinary L Shares of £1 each

50

50

-

-

Ordinary M Shares of £1 each

50

50

-

-

910

910

910

910

The ordinary shares rank equally in respect of voting rights and any dividend declared, and shall entitle the holder to full participation in respect of the entity and in the event of winding up the company.

During the year, the 910 shares issued as at 31 December 2023 were bought back and cancelled, and 910 shares were issued. All movements in share capital took place at nominal value.

15.

RESERVES

Retained earnings

Other reserves

Totals

£

£

£

At 1 January 2024

10,751,341

-

10,751,341

Profit for the year

3,663,176

-

3,663,176

Dividends

(2,000,000

)

-

(2,000,000

)

Share issue

-

910

910

Purchase of own shares

-

(910

)

(910

)

At 31 December 2024

12,414,517

-

12,414,517

Retained earnings are the accumulated profits and losses to date.

Other reserves include amounts transferred following the purchase of the company's own shares and issues of new shares.

16.	ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

The ultimate parent company at the year end was Armorgard Group Holdings Limited, a company registered in England & Wales.

The largest and smallest group in which the results of the company are consolidated is that headed by Armorgard Group Holdings Limited. The consolidated accounts of this company are available to the public and may be obtained from Companies House. No other group accounts include the results of the company.

The directors do not consider any one party to have ultimate control of the company.

17.	RELATED PARTY DISCLOSURES

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.