REGISTERED NUMBER: 03623882 (England and Wales)

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

FOR

R A SHIELD HOLDINGS LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Income and Retained Earnings

5

Balance Sheet

6

Notes to the Financial Statements

7

DIRECTORS:

J Cooper

C R F Shield

REGISTERED OFFICE:

365 Fosse Way

Syston

Leicestershire

LE7 1NL

REGISTERED NUMBER:

03623882 (England and Wales)

AUDITORS:

Magma Audit LLP (part of the Dains Group)

Chartered Accountants

Statutory Auditor

Unit 2, Charnwood Edge Business Park

Syston Road

Leicestershire

LE7 4UZ

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of investment property.

DIVIDENDS

The total distribution of dividends for the year ended 31 October 2024 will be £Nil (2023: £Nil).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2023 to the date of this report.

J Cooper

C R F Shield

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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, Magma Audit LLP (part of the Dains Group), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C R F Shield - Director

30 October 2025

Opinion

We have audited the financial statements of R A Shield Holdings Limited (the 'company') for the year ended 31 October 2024 which comprise the Statement of Income and Retained Earnings, Balance Sheet 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 October 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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 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 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.

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

Based on our understanding of the group and the industry, we have identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and breaches with the General Data Protection Regulation, and we have considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and health and safety regulations. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries, and management bias in accounting estimates. Audit procedures performed included:

-

Enquiries with management for consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

-

Challenging assumptions made by management in their accounting estimates, in particular in relation to investment property valuations; and

-

Identifying and testing material journal entries, in particular those journal entries posted with unusual account combinations, journal entries crediting revenue, journal entries crediting cash and journal entries with specific defined descriptions.

There are inherent limitations in the audit procedures described above. The more 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 forgery or intentional misrepresentation, for example, 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.

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.

Luke Turner FCA FCCA (Senior Statutory Auditor)

for and on behalf of Magma Audit LLP (part of the Dains Group)

Chartered Accountants

Statutory Auditor

Unit 2, Charnwood Edge Business Park

Syston Road

Leicestershire

LE7 4UZ

31 October 2025

TURNOVER

65,503

59,417

Administrative expenses

(150,332

)

(103,871

)

OPERATING LOSS and

LOSS BEFORE TAXATION

(84,829

)

(44,454

)

Tax on loss

6

(40,353

)

(61,292

)

LOSS FOR THE FINANCIAL YEAR

(125,182

)

(105,746

)

Retained earnings at beginning of year

4,892,200

4,997,946

RETAINED EARNINGS AT END OF YEAR

4,767,018

4,892,200

FIXED ASSETS

Investments

7

6,024

6,024

Investment property

8

3,919,485

3,873,546

3,925,509

3,879,570

CURRENT ASSETS

Debtors

9

2,071,955

3,304,006

Cash at bank and in hand

57,972

10,341

2,129,927

3,314,347

CREDITORS

Amounts falling due within one year

10

(913,079

)

(1,939,278

)

NET CURRENT ASSETS

1,216,848

1,375,069

TOTAL ASSETS LESS CURRENT LIABILITIES

5,142,357

5,254,639

PROVISIONS FOR LIABILITIES

11

(71,900

)

(59,000

)

NET ASSETS

5,070,457

5,195,639

CAPITAL AND RESERVES

Called up share capital

12

33,000

33,000

Fair value reserves

13

270,439

270,439

Retained earnings

13

4,767,018

4,892,200

SHAREHOLDERS' FUNDS

5,070,457

5,195,639

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

C R F Shield - Director

1.	STATUTORY INFORMATION

R A Shield Holdings Limited is a private limited company, limited by shares, registered in England and Wales. Its registered office address is 365 Fosse Way, Syston, Leicester, LE7 1NL and the registered number is 03623882.

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 as modified by the revaluation of certain assets.

The financial statements are prepared in sterling, which is the functional currency of the company, and rounded to the nearest £.

The company has not prepared consolidated financial statements on account of the fact that consolidated financial statements have been prepared by Shield Engineering Group Holdings Limited.

Going concern

The directors believe that it is appropriate to adopt the going concern basis in the preparation of the financial statements. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

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 requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received o receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover relates to rental income from investment properties and is recognised on a straight line basis over the period of the lease. Where lease incentives are given they are recognised over the lease term on a straight line basis.

Investments in subsidiaries

Investment in the subsidiaries are measured at cost less accumulated impairment.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in the Income Statement.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

(i) Financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

(ii) Financial liabilities

Basic financial liabilities, including creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation

The tax expense for the year comprises current and deferred tax.

Tax is recognised in profit or loss except that a change attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Both current and deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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.

Interest income

Interest income is recognised in the Profit and Loss Account using the effective interest method.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Revaluation of investment property

The company carries its investment property at fair value as set out in note 2 above. The directors obtain independent advice from a firm of Chartered Surveyors and estimate fair value using this information together with market data, the nature and location of specific properties and terms of tenancies.

4.	EMPLOYEES AND DIRECTORS

2024

2023

Directors

2

2

2024

2023

£

£

Directors' remuneration

-

-

5.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Auditors' remuneration

6,650

6,500

6.

TAXATION

Analysis of the tax charge

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

2024

2023

£

£

Current tax:

UK corporation tax

27,453

32,187

Deferred tax

12,900

29,105

Tax on loss

40,353

61,292

Reconciliation of total tax charge included in profit and loss

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

2024

2023

£

£

Loss before tax

(84,829

)

(44,454

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 22.500%)

(21,207

)

(10,002

)

Effects of:

Expenses not deductible for tax purposes

61,505

79,744

Capital allowances in excess of depreciation

(12,845

)

(25,462

)

Utilisation of tax losses

-

(12,093

)

Deferred tax change in rate

12,900

29,105

Total tax charge

40,353

61,292

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 November 2023

and 31 October 2024

6,024

NET BOOK VALUE

At 31 October 2024

6,024

At 31 October 2023

6,024

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

Shield Engineering (Syston) Limited

Registered office: England

Nature of business: Sub-contract precision engineers

%

Class of shares:

holding

Ordinary

100.00

Shield-Lodge Engineering Limited

Registered office: England

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Manton Engineering Company Limited

Registered office: England

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

BCC Foundry Limited

Registered office: England

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Atkins Bros. ( Syston ) Limited

Registered office: England

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

8.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 November 2023

3,873,546

Additions

45,939

At 31 October 2024

3,919,485

NET BOOK VALUE

At 31 October 2024

3,919,485

At 31 October 2023

3,873,546

The investment property is stated at directors' valuation, on the basis of open market value at 31 October 2024. The valuation is guided by independent advice from a firm of chartered surveyors in previous years.

Fair value at 31 October 2024 is represented by:

£

Valuation in 2021

270,439

Cost

3,649,046

3,919,485

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

6,482

1,982

Amounts owed by group undertakings

5,000

-

Amounts owed by related parties

2,057,706

3,297,509

Directors' current accounts

-

2,040

VAT

2,767

2,475

2,071,955

3,304,006

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

5,811

23,775

Amounts owed to group undertakings

-

1,035,687

Corporation tax

59,640

32,187

Other creditors

837,863

837,863

Accruals and deferred income

9,765

9,766

913,079

1,939,278

11.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

71,900

59,000

Deferred

tax

£

Balance at 1 November 2023

59,000

Charge to Statement of Comprehensive Income during year

12,900

Balance at 31 October 2024

71,900

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

33,000

Ordinary

£1.00

33,000

33,000

The company's ordinary shares carry full rights with respect to voting, dividends and distributions.

13.

RESERVES

Retained earnings

This includes all current and prior period retained profits and losses.

Fair value reserve

The fair value reserve arose on the revaluation of the investment property.

14.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

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

2024

2023

£

£

C R F Shield

Balance outstanding at start of year

2,040

-

Amounts advanced

-

2,040

Amounts repaid

(2,040

)

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

-

2,040

15.	RELATED PARTY TRANSACTIONS

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 Section 33 '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.

R A Shield Holdings Limited is related to the below companies in the period by virtue of being ultimately controlled by C R F Shield. During the period, the company had transactions with these companies as follows:

2024

2023

£

£

Amounts due from Shield Properties Limited

2,057,706

3,297,509

Amounts owed to Burrows & Smith Limited

-

(25,200

)

There are no key management personnel other than the directors.

16.	CONTROLLING PARTY

The directors consider that the parent undertaking of this company is C R Shield Holdings Limited, a company registered in England and Wales.The registered office is First Floor, One Colton Square, Leicester LE1 1QH.

The parent company preparing consolidated accounts for the smallest group of which the company is a member is Shield Engineering Group Holdings Limited. Mr C R F Shield is the ultimate controlling party of this group.