REGISTERED NUMBER: 13654132 (England and Wales)

Safeguard Holdings Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Statement of Financial Position

12

Company Statement of Financial Position

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Consolidated Statement of Cash Flows

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Mr R D Lambert

Mr H J Lambert

REGISTERED OFFICE:

Unit 2 Redkiln Close

Redkiln Way

Horsham

West Sussex

RH13 5QL

REGISTERED NUMBER:

13654132 (England and Wales)

AUDITORS:

Swindells LLP

Chartered Accountants

and Statutory Auditor

Atlantic House

8 Bell Lane

Bellbrook Industrial Estate

Uckfield

East Sussex

TN22 1QL

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

STRATEGY AND BUSINESS MODEL

The group's principal activity is the manufacture and distribution of specialist damp-proofing and waterproofing products to trade contractors and retail customers.

The group's strategy is to continue to grow brand awareness, extend its portfolio of products through the development of innovative buildings preservation solutions, and provide professional support to trade contractors.

REVIEW OF BUSINESS

The group has continued to strengthen its position within the industry, delivering steady growth during the year. Investment in production capacity, efficiency improvements, and ongoing commitment to quality have supported increased output and broadened our customer base. Despite a competitive market environment, the group has maintained solid performance and remains well placed to pursue further opportunities for sustainable growth in the year ahead.

The balance sheet net assets continue to grow year on year with net assets increasing to £5,413,421 (2023: £3,160,127).

FINANCIAL KPIs

2024

2023

Turnover

£25,543,957

£19,453,291

Gross profit margin

30.71%

35.28%

Operating profit margin

12.24%

17.47%

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have identified the following principal risks and uncertainties affecting the group:

MARKET RISK

The business is affected by the general economy in the UK and the level of consumer spending. Demand for buildings preservation products could be influenced by a number of factors including housing supply, uncertainty for the construction industry including pricing, employment levels and other factors that determine consumers disposable income. Management continues to focus on customer service, efficiency, and product quality to maintain competitiveness.

OPERATIONAL RISK

The group's performance depends on maintaining efficient production processes, consistent product quality, and continuity of operations. Disruption through equipment failure, workforce issues or health and safety incidents could impact performance. Preventative maintenance, staff training, and established procedures are in place to manage these risks.

COMMODITY PRICING RISK

The group is to some degree exposed to raw material price changes depending on global supply and demand. The group seeks to mitigate this risk by maintaining relationships with a range of suppliers and monitoring market conditions closely.

CREDIT RISK

The group makes use of a credit rating agency and takes out independent references before offering credit to prospective customers, and undertakes regular credit checks on larger customers.

Credit limits are set for each customer which is monitored by the finance team and the directors. There is minimal concentration of credit risks with the risk spread across a large number of customers.

LIQUIDITY RISK

The group's business plans are supported by detailed cash flow forecasts to monitor and manage cash requirements.

ON BEHALF OF THE BOARD:

Mr H J Lambert - Director

30 September 2025

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

DIVIDENDS

Throughout the year interim dividends totalling £109,350 were paid in relation to Ordinary A £1 shares (2023 - £113,100 ). The directors recommend that no final dividend be paid on these shares.

Throughout the year interim dividends totalling £114,000 were paid in relation to Ordinary B £1 shares (2023 - £112,395. The directors recommend that no final dividend be paid on these shares.

The total distribution of dividends for the year ended 31 December 2024 was £223,350 (2023: £225,495).

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 R D Lambert

Mr H J Lambert

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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.

ON BEHALF OF THE BOARD:

Mr H J Lambert - Director

30 September 2025

Opinion

We have audited the financial statements of Safeguard Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other 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 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.

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

In preparing the financial statements, the directors are responsible for assessing the 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-

no reliance has been placed on the parent company's internal controls, but substantive testing has been carried out to test the validity of transactions, with transactions vouched to corresponding third party documentation where appropriate and evidence of appropriate authorisation.

-

the UK subsidiary company's internal controls have been discussed and understood prior to our audit testing. Internal controls have been tested through walkthrough testing, to assess whether controls are adequate, whether they are being followed, and whether irregularities and fraud are prevented.

-

deficiencies in group internal controls have been highlighted and explained to management, along with recommendations as to how deficiencies can be improved and the risk of irregularity and fraud occurrence minimised.

-

representations have been provided by management that there were no identified cases of fraud or instances of non-compliance during or since the accounting period.

-

substantive testing has been carried out for the UK subsidiary to test the validity of transactions, with entries in the accounting system vouched to corresponding third party documentation and evidence of appropriate authorisation.

-

representations have been obtained from the component auditors of overseas subsidiary companies, and no irregularities or instances of fraud in overseas subsidiaries have been reported to us.

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.

Robert Willison FCCA (Senior Statutory Auditor)

for and on behalf of Swindells LLP

Chartered Accountants

and Statutory Auditor

Atlantic House

8 Bell Lane

Bellbrook Industrial Estate

Uckfield

East Sussex

TN22 1QL

30 September 2025

TURNOVER

25,543,957

19,453,291

Cost of sales

17,700,668

12,590,675

GROSS PROFIT

7,843,289

6,862,616

Distribution costs

2,613,218

1,767,087

Administrative expenses

2,121,931

1,706,480

4,735,149

3,473,567

3,108,140

3,389,049

Other operating income

3

18,821

9,589

OPERATING PROFIT

5

3,126,961

3,398,638

Interest receivable and similar income

112,354

2,946

PROFIT BEFORE TAXATION

3,239,315

3,401,584

Tax on profit

7

745,876

830,276

PROFIT FOR THE FINANCIAL YEAR

2,493,439

2,571,308

Profit attributable to:

Owners of the parent

2,493,439

2,571,308

PROFIT FOR THE YEAR

2,493,439

2,571,308

OTHER COMPREHENSIVE (LOSS)/INCOME

Currency translation differences

(16,795

)

13,839

Income tax relating to other comprehensive (loss)/income

-

-

OTHER COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR, NET OF INCOME TAX

(16,795

)

13,839

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,476,644

2,585,147

Total comprehensive income attributable to:

Owners of the parent

2,476,644

2,585,147

FIXED ASSETS

Intangible assets

10

2,492,479

201,478

Tangible assets

11

653,814

551,475

Investments

12

-

-

3,146,293

752,953

CURRENT ASSETS

Stocks

13

2,783,496

1,920,248

Debtors

14

1,926,178

1,706,102

Cash at bank and in hand

1,201,014

3,813,750

5,910,688

7,440,100

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

15

3,311,843

2,916,753

NET CURRENT ASSETS

2,598,845

4,523,347

TOTAL ASSETS LESS CURRENT LIABILITIES

5,745,138

5,276,300

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

16

(200,001

)

(1,994,231

)

PROVISIONS FOR LIABILITIES

19

(131,716

)

(121,942

)

NET ASSETS

5,413,421

3,160,127

CAPITAL AND RESERVES

Called up share capital

20

100

100

Retained earnings

21

5,413,321

3,160,027

SHAREHOLDERS' FUNDS

5,413,421

3,160,127

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 H J Lambert - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

8,855,609

6,249,743

8,855,609

6,249,743

CURRENT ASSETS

Cash at bank and in hand

177

1,150,002

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

15

8,655,686

5,405,413

NET CURRENT LIABILITIES

(8,655,509

)

(4,255,411

)

TOTAL ASSETS LESS CURRENT LIABILITIES

200,100

1,994,332

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

16

200,000

1,994,232

NET ASSETS

100

100

CAPITAL AND RESERVES

Called up share capital

20

100

100

SHAREHOLDERS' FUNDS

100

100

Company's profit for the financial year

223,350

225,495

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 30 September 2025 and were signed on its behalf by:

Mr H J Lambert - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

800,375

800,475

Changes in equity

Dividends

-

(225,495

)

(225,495

)

Total comprehensive income

-

2,585,147

2,585,147

Balance at 31 December 2023

100

3,160,027

3,160,127

Changes in equity

Dividends

-

(223,350

)

(223,350

)

Total comprehensive income

-

2,476,644

2,476,644

Balance at 31 December 2024

100

5,413,321

5,413,421

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

-

100

Changes in equity

Dividends

-

(225,495

)

(225,495

)

Total comprehensive income

-

225,495

225,495

Balance at 31 December 2023

100

-

100

Changes in equity

Dividends

-

(223,350

)

(223,350

)

Total comprehensive income

-

223,350

223,350

Balance at 31 December 2024

100

-

100

Cash flows from operating activities

Cash generated from operations

1

1,101,136

3,102,602

Tax paid

(585,982

)

(152,796

)

Net cash from operating activities

515,154

2,949,806

Cash flows from investing activities

Purchase of intangible fixed assets

(2,605,866

)

-

Purchase of tangible fixed assets

(390,483

)

(281,411

)

Sale of tangible fixed assets

-

1,150

Interest received

112,354

2,946

Net cash from investing activities

(2,883,995

)

(277,315

)

Cash flows from financing activities

Amount introduced by directors

6,750

-

Amount withdrawn by directors

(10,500

)

-

Equity dividends paid

(223,350

)

(225,495

)

Net cash from financing activities

(227,100

)

(225,495

)

(Decrease)/increase in cash and cash equivalents

(2,595,941

)

2,446,996

Cash and cash equivalents at beginning of year

2

3,813,750

1,352,915

Effect of foreign exchange rate changes

(16,795

)

13,839

Cash and cash equivalents at end of year

2

1,201,014

3,813,750

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

2024

2023

£

£

Profit before taxation

3,239,315

3,401,584

Depreciation charges

602,912

260,993

Loss on disposal of fixed assets

-

250

Finance income

(112,354

)

(2,946

)

3,729,873

3,659,881

Increase in stocks

(863,248

)

(408,729

)

Increase in trade and other debtors

(220,688

)

(557,037

)

(Decrease)/increase in trade and other creditors

(1,544,801

)

408,487

Cash generated from operations

1,101,136

3,102,602

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

1,201,014

3,813,750

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

3,813,750

1,352,915

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

3,813,750

(2,612,736

)

1,201,014

3,813,750

(2,612,736

)

1,201,014

Total

3,813,750

(2,612,736

)

1,201,014

1.	STATUTORY INFORMATION

Safeguard 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.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and its subsidiary undertakings.

Subsidiaries are all entities over which the company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which this power is transferred to the company.

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 revenue, net of VAT, from commercial transactions under which the group supplies customers the goods that it is in business to provide and it is recognised when it obtains, through performance under contract, the right to consideration for those goods.

Goodwill

Goodwill arising from acquisition of subsidiaries is included in intangible assets and is depreciated over its estimated useful life of ten years. Goodwill is tested annually for impairment and is carried at cost less accumulated amortisation and impairment losses.

Trademarks

Trademarks are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal annual instalments over their estimated useful lives of 10, 5 and 3 years. Amortisation commences on assets at the point in which they are brought to market.

Investments in subsidiaries

Investments in subsidiary undertakings are initially recognised at cost and subsequently measured at cost less any accumulated impairment losses. Investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

over the term of the lease

Plant and machinery

-

25% on cost

Fixtures and fittings

-

33% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value. The majority of stock held relates to direct materials used in production but finished goods are also held for distribution. Stock levels are reviewed on a monthly basis and allowances are included when required for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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.

Government grants

Government grants in respect of capital expenditure are credited to a deferred income account and released to profit over the expected useful lives of the relevant assets in equal annual instalments.

Grants of a revenue nature are credited to income so as to match them with the expenditure to which they relate.

3.	OTHER OPERATING INCOME

2024

2023

£

£

Sundry receipts

18,821

9,589

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

2,831,533

2,299,038

Social security costs

273,426

212,764

Other pension costs

107,256

101,643

3,212,215

2,613,445