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REGISTERED NUMBER: 08636576 (England and Wales)















Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2024

for

CLD Group Holdings Limited

CLD Group Holdings Limited (Registered number: 08636576)






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




Page

Group Strategic Report 1

Report of the Directors 2

Report of the Independent Auditors 3

Consolidated Statement of Comprehensive Income 6

Consolidated Balance Sheet 7

Company Balance Sheet 8

Consolidated Statement of Changes in Equity 9

Company Statement of Changes in Equity 10

Consolidated Cash Flow Statement 11

Notes to the Consolidated Cash Flow Statement 12

Notes to the Consolidated Financial Statements 13


CLD Group Holdings Limited (Registered number: 08636576)

Group Strategic Report
for the Year Ended 31 December 2024

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

REVIEW OF BUSINESS
The directors are delighted to report a successful year for the group. The group has generated £47,392,815 (2023: £28,339,576) of turnover due to excellent products and customer service.

The group has generated £8,821,983 (2023: £4,647,053) of profits before tax to give satisfactory results. At the period end the group had shareholders funds of £21,389,317 (2023: £14,901,805) including distributable profits of £21,388,502 (2023: £14,900,990). The directors therefore believe the group's position to be satisfactory, especially as the group's current assets exceed its current liabilities by £16,672,593 (2023: £12,666,299).

The directors believe that there is a strong foundation to build the business further and improve on the current year's results.

During the year the group, invested substantially in developing new products and further markets. The investments include the purchase of Cova Security Gates Limited (which has enhanced the range of products and services that we can offer to our customers), as well as the successful start of a trading entity in the US, CLD Physical Security Systems Incorporated. The directors are please to report these investments have generated a substantial improvement in 2024 compared to the 2023 result, for both Sales and Profits of the various parts of the CLD Group.

PRINCIPAL RISKS AND UNCERTAINTIES
The directors have assessed the main risks facing the group as being increased competition from other national companies, where these companies are able to sell similar products to those offered by the group at competitive prices, which could lead to decreasing margins.

The directors believe that the quality of our products and ongoing contingent arrangements will help mitigate these risks and hope to see satisfactory trading results in the coming year.

ON BEHALF OF THE BOARD:





Mr A J Wells - Director


30 September 2025

CLD Group Holdings Limited (Registered number: 08636576)

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.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of fencing supplies.

DIVIDENDS
The total distribution of dividends for the year ended 31 December 2024 was £702,070.

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

Mr A J Wells
Mr N B Wells
Mr R C Wells
Mr V B Wells

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.

AUDITORS
Drummond Laurie CA are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:





Mr A J Wells - Director


30 September 2025

Report of the Independent Auditors to the Members of
CLD Group Holdings Limited

Opinion
We have audited the financial statements of CLD Group 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 Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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 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
CLD Group 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 two, 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.

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.

Based on our understanding of the group, we identified that the principal risks of non-compliance with laws and regulations related to fraudulent manipulation of the financial statements, including the risk of override of controls, to reduce profits and tax liabilities. We determined that the most likely method of manipulation would be the posting of inappropriate journal entries. Audit procedures performed by the audit engagement team consisted of a review of large and unusual journal entries, challenging assumptions and judgements made by management in significant accounting estimates, discussions with management related to known or suspected instances of non-compliance with laws and regulations, review of Board minutes where available, and an evaluation of management controls designed to prevent and detect irregularities.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations or through 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.

Report of the Independent Auditors to the Members of
CLD Group 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.




Craig Clinton (Senior Statutory Auditor)
for and on behalf of Drummond Laurie CA
Statutory Auditor
Unit 5
Gateway Business Park
Beancross Road
Grangemouth
FK3 8WX

30 September 2025

CLD Group Holdings Limited (Registered number: 08636576)

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

31.12.24 31.12.23
Notes £    £   

TURNOVER 3 47,392,815 28,339,576

Cost of sales (28,241,803 ) (17,765,294 )
GROSS PROFIT 19,151,012 10,574,282

Administrative expenses (10,340,148 ) (6,077,212 )
8,810,864 4,497,070

Other operating income - 100,000
GROUP OPERATING PROFIT 5 8,810,864 4,597,070

Share of operating profit in
Associates - 23,126

Interest receivable and similar income 71,450 60,892
8,882,314 4,681,088

Interest payable and similar expenses 6 (60,331 ) (34,035 )
PROFIT BEFORE TAXATION 8,821,983 4,647,053

Tax on profit 7 (1,632,401 ) (950,259 )
PROFIT FOR THE FINANCIAL YEAR 7,189,582 3,696,794

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

7,189,582

3,696,794

Profit attributable to:
Owners of the parent 7,189,582 3,696,794

Total comprehensive income attributable to:
Owners of the parent 7,189,582 3,696,794

CLD Group Holdings Limited (Registered number: 08636576)

Consolidated Balance Sheet
31 December 2024

31.12.24 31.12.23
Notes £    £   
FIXED ASSETS
Intangible assets 10 1,774,405 -
Tangible assets 11 3,575,035 2,252,168
Investments 12
Interest in associate - 257,707
Investment property 13 - -
5,349,440 2,509,875

CURRENT ASSETS
Stocks 14 6,228,277 4,435,591
Debtors 15 12,267,027 7,136,739
Cash at bank 5,929,297 4,889,769
24,424,601 16,462,099
CREDITORS
Amounts falling due within one year 16 (7,752,008 ) (3,795,800 )
NET CURRENT ASSETS 16,672,593 12,666,299
TOTAL ASSETS LESS CURRENT
LIABILITIES

22,022,033

15,176,174

CREDITORS
Amounts falling due after more than one
year

17

(141,807

)

-

PROVISIONS FOR LIABILITIES 21 (490,909 ) (274,369 )
NET ASSETS 21,389,317 14,901,805

CAPITAL AND RESERVES
Called up share capital 22 815 815
Retained earnings 23 21,388,502 14,900,990
SHAREHOLDERS' FUNDS 21,389,317 14,901,805

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:





Mr A J Wells - Director


CLD Group Holdings Limited (Registered number: 08636576)

Company Balance Sheet
31 December 2024

31.12.24 31.12.23
Notes £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 2,700,241 257,807
Investment property 13 906,953 906,953
3,607,194 1,164,760

CURRENT ASSETS
Debtors 15 4,149,620 4,177,131
Cash at bank 518,212 139,659
4,667,832 4,316,790
CREDITORS
Amounts falling due within one year 16 (1,611,774 ) (1,557,239 )
NET CURRENT ASSETS 3,056,058 2,759,551
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,663,252

3,924,311

CAPITAL AND RESERVES
Called up share capital 22 815 815
Retained earnings 23 6,662,437 3,923,496
SHAREHOLDERS' FUNDS 6,663,252 3,924,311

Company's profit for the financial year 3,441,011 1,427,162

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:





Mr A J Wells - Director


CLD Group Holdings Limited (Registered number: 08636576)

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 815 13,444,033 13,444,848

Changes in equity
Dividends - (2,239,837 ) (2,239,837 )
Total comprehensive income - 3,696,794 3,696,794
Balance at 31 December 2023 815 14,900,990 14,901,805

Changes in equity
Dividends - (702,070 ) (702,070 )
Total comprehensive income - 7,189,582 7,189,582
Balance at 31 December 2024 815 21,388,502 21,389,317

CLD Group Holdings Limited (Registered number: 08636576)

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 815 4,736,171 4,736,986

Changes in equity
Dividends - (2,239,837 ) (2,239,837 )
Total comprehensive income - 1,427,162 1,427,162
Balance at 31 December 2023 815 3,923,496 3,924,311

Changes in equity
Dividends - (702,070 ) (702,070 )
Total comprehensive income - 3,441,011 3,441,011
Balance at 31 December 2024 815 6,662,437 6,663,252

CLD Group Holdings Limited (Registered number: 08636576)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 5,176,857 3,948,800
Interest paid (39,285 ) (24,757 )
Interest element of hire purchase payments
paid

(21,046

)

(9,278

)
Tax paid (816,360 ) (1,270,000 )
Net cash from operating activities 4,300,166 2,644,765

Cash flows from investing activities
Purchase of tangible fixed assets (2,583,934 ) (953,982 )
Purchase of fixed asset investments (2,700,141 ) -
Sale of tangible fixed assets 1,011,657 468,234
Sale of fixed asset investments 324,557 -
Cash introduced on acquisition 309,682 -
Interest received 71,450 60,892
Net cash from investing activities (3,566,729 ) (424,856 )

Cash flows from financing activities
Loan repayments in year (22,512 ) (32,299 )
Capital repayments in year 205,656 (39,562 )
Amount introduced by directors 825,017 -
Amount withdrawn by directors - (764,604 )
Equity dividends paid (702,070 ) (2,239,837 )
Net cash from financing activities 306,091 (3,076,302 )

Increase/(decrease) in cash and cash equivalents 1,039,528 (856,393 )
Cash and cash equivalents at beginning of
year

2

4,889,769

5,746,162

Cash and cash equivalents at end of year 2 5,929,297 4,889,769

CLD Group Holdings Limited (Registered number: 08636576)

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

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31.12.24 31.12.23
£    £   
Profit before taxation 8,821,983 4,647,053
Depreciation charges 804,518 646,219
Profit on disposal of fixed assets (394,285 ) (383,543 )
Share of profits of associate - (23,126 )
Finance costs 60,331 34,035
Finance income (71,450 ) (60,892 )
9,221,097 4,859,746
(Increase)/decrease in stocks (1,310,512 ) 779,454
Increase in trade and other debtors (3,601,559 ) (502,045 )
Increase/(decrease) in trade and other creditors 867,831 (1,188,355 )
Cash generated from operations 5,176,857 3,948,800

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 5,929,297 4,889,769
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 4,889,769 5,746,162


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank 4,889,769 1,039,528 5,929,297
4,889,769 1,039,528 5,929,297
Debt
Finance leases (36,588 ) (205,656 ) (242,244 )
Debts falling due within 1 year (367,474 ) 22,512 (344,962 )
(404,062 ) (183,144 ) (587,206 )
Total 4,485,707 856,384 5,342,091

CLD Group Holdings Limited (Registered number: 08636576)

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

1. STATUTORY INFORMATION

CLD Group Holdings Limited is a private company, limited by shares, domiciled in England, registration number 08636576. The registered office is Unit 11, Springvale Business Centre, Millbuck Way, Sandbach, CW11 3HY.

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.

Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method and goodwill on consolidation is capitalised and written off over five years from the year of acquisition. The results of companies acquired or disposed of are included in the profit and loss account after or up to the date that control passes respectively. As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover
Turnover represents net invoiced sales of goods and services in respect of fencing supplies, excluding value added tax. Sales are recognised at the point at which the goods are delivered or the service is complete.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of five years.

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

Patents and licences are being amortised evenly over their estimated useful life of ten years.

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

CLD Group Holdings Limited (Registered number: 08636576)

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

2. ACCOUNTING POLICIES - continued

Tangible fixed assets and depreciation
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Freehold property - 15% on reducing balance and 2% on cost
Hire stock - 50% on cost
Plant and machinery - 20% on cost, 15% on reducing balance, 10% on reducing balance and 5% on reducing balance
Fixtures and fittings - 33% on cost and 20% on cost
Motor vehicles - 25% on reducing balance and 25% on cost
Computer equipment - 20% on cost and 20% on reducing balance

Tangible fixed assets are stated at cost less depreciation. Cost represent purchase price together with any incidental costs of acquisition.

The directors have considered the residual value of all tangible fixed assets to be immaterial and therefore all tangible fixed assets are depreciated to nil value.

Investments in associates
Investments in associates are recognised at cost. The carrying amount is adjusted to recognise impairment, distributions or the share of the profit or loss after the date of acquisition.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is represented by purchase price.

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 balance sheet date.

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

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.

CLD Group Holdings Limited (Registered number: 08636576)

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

2. ACCOUNTING POLICIES - continued

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.

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.

Provisions
Provisions are recognised when the company has a legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are discounted where the time value of money is material.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand and highly liquid interest-bearing securities with maturities of three months or less. In the cash-flow statement, cash and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in liabilities on the balance sheet.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31.12.24 31.12.23
£    £   
United Kingdom 18,350,171 24,480,671
Europe 20,839,743 549,407
United States of America 8,202,901 3,309,498
47,392,815 28,339,576

4. EMPLOYEES AND DIRECTORS
31.12.24 31.12.23
£    £   
Wages and salaries 6,844,784 3,664,147
Social security costs 637,776 395,728
Other pension costs 254,273 249,684
7,736,833 4,309,559

The average number of employees during the year was as follows:
31.12.24 31.12.23

Employees 149 80

CLD Group Holdings Limited (Registered number: 08636576)

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

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees by undertakings that were proportionately consolidated during the year was 149 (2023 - 80 ) .

31.12.24 31.12.23
£    £   
Directors' remuneration 50,280 37,710
Directors' pension contributions to money purchase schemes 60,000 80,000

5. OPERATING PROFIT

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

31.12.24 31.12.23
£    £   
Depreciation - owned assets 1,155,545 609,382
Depreciation - assets on hire purchase contracts 128,794 36,837
Profit on disposal of fixed assets (394,285 ) (383,543 )
Goodwill amortisation (532,801 ) -
Patents and licences amortisation 1,822 -
Development costs amortisation 51,160 -
Auditors' remuneration 42,000 15,000
Foreign exchange differences 15,017 (615 )

6. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.24 31.12.23
£    £   
Bank loan interest 39,285 24,757
Hire purchase 21,046 9,278
60,331 34,035

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.24 31.12.23
£    £   
Current tax:
UK corporation tax 1,723,525 898,740
Corporation tax underprovision (215,528 ) -
Total current tax 1,507,997 898,740

Deferred tax 124,404 51,519
Tax on profit 1,632,401 950,259

CLD Group Holdings Limited (Registered number: 08636576)

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

31.12.24 31.12.23
£    £   
Profit before tax 8,821,983 4,647,053
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 23.521 %)

2,205,496

1,093,033

Effects of:
Expenses not deductible for tax purposes 4,644 7,388
Income not taxable for tax purposes (6,051 ) (90,213 )
Capital allowances in excess of depreciation (271,220 ) (2,140 )
Deferred tax 216,540 51,519
Over/under provision (215,528 ) -
Capital gains - 52,886
Foreign losses not utilised - 5,521
Patent box relief (250,000 ) (167,735 )
Research and development (51,480 ) -
Total tax charge 1,632,401 950,259

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 shares of £1 each
Final 702,070 2,239,837

CLD Group Holdings Limited (Registered number: 08636576)

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

10. INTANGIBLE FIXED ASSETS

Group
Patents
and Development
Goodwill licences costs Totals
£    £    £    £   
COST
Additions 980,130 10,834 303,622 1,294,586
At 31 December 2024 980,130 10,834 303,622 1,294,586
AMORTISATION
Amortisation for year (532,801 ) 1,822 51,160 (479,819 )
At 31 December 2024 (532,801 ) 1,822 51,160 (479,819 )
NET BOOK VALUE
At 31 December 2024 1,512,931 9,012 252,462 1,774,405

11. TANGIBLE FIXED ASSETS

Group
Freehold Hire Plant and
property stock machinery
£    £    £   
COST
At 1 January 2024 1,498,908 938,500 384,117
Additions 152,381 1,783,374 176,989
Disposals - (1,481,924 ) -
At 31 December 2024 1,651,289 1,239,950 561,106
DEPRECIATION
At 1 January 2024 419,419 551,085 113,755
Charge for year 140,696 897,679 63,593
Eliminated on disposal - (839,323 ) -
At 31 December 2024 560,115 609,441 177,348
NET BOOK VALUE
At 31 December 2024 1,091,174 630,509 383,758
At 31 December 2023 1,079,489 387,415 270,362

CLD Group Holdings Limited (Registered number: 08636576)

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

11. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 January 2024 137,343 227,376 250,112 3,436,356
Additions 31,373 796,886 350,425 3,291,428
Disposals (12,252 ) (83,239 ) - (1,577,415 )
At 31 December 2024 156,464 941,023 600,537 5,150,369
DEPRECIATION
At 1 January 2024 58,775 41,154 - 1,184,188
Charge for year 39,255 140,929 2,187 1,284,339
Eliminated on disposal (12,252 ) (41,618 ) - (893,193 )
At 31 December 2024 85,778 140,465 2,187 1,575,334
NET BOOK VALUE
At 31 December 2024 70,686 800,558 598,350 3,575,035
At 31 December 2023 78,568 186,222 250,112 2,252,168

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Freehold Plant and Motor
property machinery vehicles Totals
£    £    £    £   
COST
At 1 January 2024 171,876 28,994 - 200,870
Additions - - 525,105 525,105
Disposals - - (83,239 ) (83,239 )
Transfer to ownership (171,876 ) (28,994 ) - (200,870 )
At 31 December 2024 - - 441,866 441,866
DEPRECIATION
At 1 January 2024 137,501 15,040 - 152,541
Charge for year 31,510 1,744 95,540 128,794
Eliminated on disposal - - (41,618 ) (41,618 )
Transfer to ownership (169,011 ) (16,784 ) - (185,795 )
At 31 December 2024 - - 53,922 53,922
NET BOOK VALUE
At 31 December 2024 - - 387,944 387,944
At 31 December 2023 34,375 13,954 - 48,329

CLD Group Holdings Limited (Registered number: 08636576)

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

12. FIXED ASSET INVESTMENTS

Group
Interest
in
associate
£   
COST
At 1 January 2024 257,707
Disposals (257,707 )
At 31 December 2024 -
NET BOOK VALUE
At 31 December 2024 -
At 31 December 2023 257,707
Company
Shares in Interest
group in
undertakings associate Totals
£    £    £   
COST
At 1 January 2024 100 257,707 257,807
Additions 2,700,141 - 2,700,141
Disposals - (257,707 ) (257,707 )
At 31 December 2024 2,700,241 - 2,700,241
NET BOOK VALUE
At 31 December 2024 2,700,241 - 2,700,241
At 31 December 2023 100 257,707 257,807

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

CLD Fencing Systems Limited
Registered office: Unit 11 Springvale Business Centre, Millbuck Way, Sandbach, Cheshire, CW11 3HY
Nature of business: Fencing supplies
%
Class of shares: holding
Ordinary 100.00

CLD Physical Security Systems Inc
Registered office: 7484 Candlewood Rd Ste R, Hanover, MD, 21044
Nature of business: Fencing supplies
%
Class of shares: holding
Ordinary 100.00

CLD Group Holdings Limited (Registered number: 08636576)

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

12. FIXED ASSET INVESTMENTS - continued

Ettiley Transport Limited
Registered office: Unit 11 Springvale Business Centre, Millbuck Way, Sandbach, Cheshire, United Kingdom, CW11 3HY
Nature of business: Road haulage and transportation
%
Class of shares: holding
Ordinary 100.00

Cova Security Gates Limited
Registered office: Unit 11 Springvale Business Centre, Millbuck Way, Sandbach, Cheshire, England, CW11 3HY
Nature of business: Manufacture and installation of gates
%
Class of shares: holding
Ordinary 100.00


13. INVESTMENT PROPERTY
Company
Total
£   
FAIR VALUE
At 1 January 2024
and 31 December 2024 906,953
NET BOOK VALUE
At 31 December 2024 906,953
At 31 December 2023 906,953

14. STOCKS

Group
31.12.24 31.12.23
£    £   
Work-in-progress 263,191 208,955
Finished goods 5,965,086 4,226,636
6,228,277 4,435,591

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£    £    £    £   
Trade debtors 11,015,171 6,108,303 - -
Amounts owed by group undertakings - - 3,867,812 3,446,069
Amounts owed by related parties - 58,936 - 39,199
Amounts recoverable on contract 240,709 - - -
Other debtors 305,640 35,166 281,808 -
Directors' current accounts - 691,863 - 691,863
Prepayments and accrued income 705,507 242,471 - -
12,267,027 7,136,739 4,149,620 4,177,131

CLD Group Holdings Limited (Registered number: 08636576)

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

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£    £    £    £   
Bank loans and overdrafts (see note 18) 344,962 367,474 344,962 367,474
Hire purchase contracts (see note 19) 100,437 36,588 - -
Payments on account 343,203 - - -
Trade creditors 3,677,908 1,617,983 - -
Amounts owed to group undertakings - - 173,194 -
Amounts owed to related parties 56,310 304,962 56,310 285,611
Tax 571,569 (120,068 ) - -
Social security and other taxes 215,747 128,696 - -
VAT 156,044 154,889 - -
Other creditors 233,689 11,602 11,602 11,602
Directors' current accounts 1,025,706 892,552 1,025,706 892,552
Accruals and deferred income 1,026,433 401,122 - -
7,752,008 3,795,800 1,611,774 1,557,239

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

Group
31.12.24 31.12.23
£    £   
Hire purchase contracts (see note 19) 141,807 -

18. 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:
Bank loans 344,962 367,474 344,962 367,474

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase
contracts
31.12.24 31.12.23
£    £   
Net obligations repayable:
Within one year 100,437 36,588
Between one and five years 141,807 -
242,244 36,588

CLD Group Holdings Limited (Registered number: 08636576)

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

19. LEASING AGREEMENTS - continued

Group
Non-cancellable
operating leases
31.12.24 31.12.23
£    £   
Within one year 250,000 250,000
Between one and five years 1,000,000 1,000,000
In more than five years 104,167 354,167
1,354,167 1,604,167

20. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£    £    £    £   
Bank loans 344,962 367,474 344,962 367,474
Hire purchase contracts 242,244 36,588 - -
587,206 404,062 344,962 367,474

In respect of the bank loan, National Westminster Bank PLC holds a standard security over the property owned by CLD Group Holdings Limited.

Hire purchase contracts are secured on the assets to which they relate.

21. PROVISIONS FOR LIABILITIES

Group
31.12.24 31.12.23
£    £   
Deferred tax 490,909 274,369

Group
Deferred
tax
£   
Balance at 1 January 2024 274,369
Provided during year 216,540
Balance at 31 December 2024 490,909

CLD Group Holdings Limited (Registered number: 08636576)

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

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.12.23
value: £    £   
160 Ordinary £1 760 760
40 S1-S3 £1 40 40
15 W1-W15 £1 15 15
815 815

23. RESERVES

Group
Retained
earnings
£   

At 1 January 2024 14,900,990
Profit for the year 7,189,582
Dividends (702,070 )
At 31 December 2024 21,388,502

Company
Retained
earnings
£   

At 1 January 2024 3,923,496
Profit for the year 3,441,011
Dividends (702,070 )
At 31 December 2024 6,662,437


24. ULTIMATE PARENT COMPANY

Modsec Investments Ltd is regarded by the directors as being the company's ultimate parent company.

Modsec Investments Ltd is registered in England under registration number 16022981. The registered office is Modsec House, Moston Road, Sandbach, Cheshire, CW11 3HL.

CLD Group Holdings Limited (Registered number: 08636576)

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

25. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2024 and 31 December 2023:

31.12.24 31.12.23
£    £   
Mr N B Wells
Balance outstanding at start of year 691,863 -
Amounts advanced - 691,863
Amounts repaid (691,863 ) -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - 691,863

26. RELATED PARTY DISCLOSURES

Other related parties
31.12.24 31.12.23
£    £   
Amount due from related party - 58,936
Amount due to related party 56,310 304,962

27. ULTIMATE CONTROLLING PARTY

The group is under the control of the Board of Directors of the ultimate parent company Modsec Investments Ltd.