REGISTERED NUMBER: 14083835 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

FOR

SHIELD ENGINEERING GROUP HOLDINGS

LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTOR:

C R F Shield

REGISTERED OFFICE:

First Floor

One Colton Square

Leicester

LE1 1QH

REGISTERED NUMBER:

14083835 (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 director presents his strategic report of the company and the group for the year ended 31 October 2024.

REVIEW OF BUSINESS

The group has performed satisfactorily in this period, despite some supply chain challenges, and high levels of inflation that have been seen through the period across the industry. Since the previous year, overall customer volumes have generally softened in line with the global economy and interest rate increases, however some customers have been more affected as a result of specific challenges. These various impacts have been offset by a number of new contract wins in the period which has meant that profitability has been acceptable. The group has kept a tight control of costs throughout this period and the Directors are pleased to report good levels of operational performance.

The group has continued to invest through the year to replace older equipment with newer, more efficient, equipment to reduce costs and improve productivity. The weaker trend in demand has continued into the new year but further successes in new business will offset this and the Directors look forward to continued growth for the group.

PRINCIPAL RISKS AND UNCERTAINTIES

The key risks and uncertainties affecting the group are considered to relate to competition from overseas suppliers, global demand for our customer products and labour/energy/raw material costs. The group is well positioned with a capable supply chain, strong workforce/management team and healthy reserves to meet these challenges allowing continued investment into the future.

FINANCIAL KEY PERFORMANCE INDICATORS

Group turnover decreased by 4.1% (2023 - increase 16.4%). Profit before tax amounted to £2.34m (2023 - £1.39m).

ON BEHALF OF THE BOARD:

C R F Shield - Director

30 October 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 October 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of production machining and assembly of ferrous and non ferrous castings. The group also held investment properties, traded in fixed assets held for resale and undertook farming activities during this period.

DIVIDENDS

No dividends will be distributed for the year ended 31 October 2024.

RESEARCH AND DEVELOPMENT

The group has continued to invest in research and development activities which is considered integral to the success of the group.

FUTURE DEVELOPMENTS

Future developments have been detailed in the strategic report.

DIRECTOR

C R F Shield held office during the whole of the period from 1 November 2023 to the date of this report.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The group uses financial instruments, other than derivatives, comprising borrowings including bank loans, hire purchase, cash and various other items such as trade debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations.

The main risks arising from the group's financial instruments are interest rate risk, liquidity and credit risk. The directors review and agree policies for managing each of these risks and they are summarised below. The policies have remained unchanged from previous periods.

INTEREST RATE RISK

The group finances its operations through a mixture of retained profits, bank and hire purchase borrowings and invoice discounting. The group's exposure to interest rate fluctuations is managed by the use of floating facilities.

LIQUIDITY RISK

The group seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and by investing cash assets safely and profitably. Primarily this is achieved through bank borrowings and similar facilities.

CREDIT RISK

In order to limit credit risk the directors set limits for customers based on a combination of payment history and third party credit references. Debtor balances are reviewed on a regular basis in conjunction with debt ageing and collection history.

EMPLOYEE INVOLVEMENT

Group employees are kept informed on matters of concern to them, including those factors affecting the performance and future of the business. Group employees are consulted about changes in work methods and systems, terms and conditions of employment, job security, and other matters affecting their working environment.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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

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 Shield Engineering Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 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 October 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on pages three and four, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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, employment law and heath 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 recognising stock provisions and estimating the useful lives of assets; 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

4

28,990,030

30,227,453

Cost of sales

(22,024,095

)

(21,951,640

)

GROSS PROFIT

6,965,935

8,275,813

Administrative expenses

(6,277,566

)

(7,872,817

)

688,369

402,996

Other operating income

5

1,611,362

1,352,334

OPERATING PROFIT

8

2,299,731

1,755,330

Interest receivable and similar income

11,276

13,488

2,311,007

1,768,818

Gain/loss on revaluation of investment property

340,000

-

2,651,007

1,768,818

Interest payable and similar expenses

10

(312,393

)

(373,849

)

PROFIT BEFORE TAXATION

2,338,614

1,394,969

Tax on profit

11

(558,774

)

(311,070

)

PROFIT FOR THE FINANCIAL YEAR

1,779,840

1,083,899

OTHER COMPREHENSIVE INCOME

Fair value reserve

Deferred tax charge

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,779,840

1,083,899

Profit attributable to:

Owners of the parent

1,779,840

1,083,899

Total comprehensive income attributable to:

Owners of the parent

1,779,840

1,083,899

FIXED ASSETS

Tangible assets

13

3,194,680

4,076,498

Investments

14

-

229,156

Investment property

15

6,833,397

6,447,458

10,028,077

10,753,112

CURRENT ASSETS

Stocks

16

4,168,936

4,587,210

Debtors

17

25,831,107

23,584,717

Cash at bank and in hand

479,662

639,518

30,479,705

28,811,445

CREDITORS

Amounts falling due within one year

18

(17,144,841

)

(17,197,297

)

NET CURRENT ASSETS

13,334,864

11,614,148

TOTAL ASSETS LESS CURRENT LIABILITIES

23,362,941

22,367,260

CREDITORS

Amounts falling due after more than one year

19

(2,996,833

)

(3,908,492

)

PROVISIONS FOR LIABILITIES

23

(781,600

)

(654,100

)

NET ASSETS

19,584,508

17,804,668

CAPITAL AND RESERVES

Called up share capital

24

221

221

Fair value reserve

25

2,092,311

1,752,311

Merger reserve

25

33,779

33,779

Retained earnings

25

17,458,197

16,018,357

SHAREHOLDERS' FUNDS

19,584,508

17,804,668

The financial statements were approved by the director and authorised for issue on 30 October 2025 and were signed by:

C R F Shield - Director

FIXED ASSETS

Tangible assets

13

-

-

Investments

14

6,075,594

6,075,594

Investment property

15

-

-

6,075,594

6,075,594

CURRENT ASSETS

Debtors

17

1,000

1,000

TOTAL ASSETS LESS CURRENT LIABILITIES

6,076,594

6,076,594

CAPITAL AND RESERVES

Called up share capital

24

1,000

1,000

Retained earnings

6,075,594

6,075,594

SHAREHOLDERS' FUNDS

6,076,594

6,076,594

Company's profit for the financial year

-

-

The financial statements were approved by the director and authorised for issue on 30 October 2025 and were signed by:

C R F Shield - Director

Called up

Fair

share

Retained

value

Merger

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 November 2022

221

14,934,458

1,752,311

33,779

16,720,769

Changes in equity

Total comprehensive income

-

1,083,899

-

-

1,083,899

Balance at 31 October 2023

221

16,018,357

1,752,311

33,779

17,804,668

Changes in equity

Total comprehensive income

-

1,779,840

-

-

1,779,840

Transfer to/from profit and loss

-

(340,000

)

340,000

-

-

Balance at 31 October 2024

221

17,458,197

2,092,311

33,779

19,584,508

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 November 2022

1,000

6,075,594

6,076,594

Changes in equity

Balance at 31 October 2023

1,000

6,075,594

6,076,594

Changes in equity

Balance at 31 October 2024

1,000

6,075,594

6,076,594

Cash flows from operating activities

Cash generated from operations

1

2,564,779

(536,389

)

Interest paid

(302,507

)

(363,122

)

Interest element of hire purchase payments paid

(9,886

)

(10,727

)

Tax refund

299,718

-

Net cash from operating activities

2,552,104

(910,238

)

Cash flows from investing activities

Purchase of tangible fixed assets

(368,893

)

(245,903

)

Investment property additions

(45,939

)

(169,241

)

Sale of tangible fixed assets

(879,765

)

16,351

Sale of investment property

-

83,944

Interest received

11,276

13,488

Net cash from investing activities

(1,283,321

)

(301,361

)

Cash flows from financing activities

New loans in year

-

1,500,000

Loan repayments in year

(1,230,510

)

(1,009,720

)

Capital repayments in year

(197,199

)

(683,209

)

Amount introduced by directors

3,963

46,545

Amount withdrawn by directors

(4,893

)

-

Net cash from financing activities

(1,428,639

)

(146,384

)

Decrease in cash and cash equivalents

(159,856

)

(1,357,983

)

Cash and cash equivalents at beginning of year

2

639,518

1,997,501

Cash and cash equivalents at end of year

2

479,662

639,518

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

2024

2023

£

£

Profit before taxation

2,338,614

1,394,969

Depreciation charges

976,555

1,265,518

Loss/(profit) on disposal of fixed assets

11,590

(16,331

)

Gain on revaluation of fixed assets

(340,000

)

-

Impairment of fixed asset investments

229,156

644,253

Fixed assets disposed via related party

1,676,955

-

Finance costs

312,393

373,849

Finance income

(11,276

)

(13,488

)

5,193,987

3,648,770

Decrease/(increase) in stocks

418,274

(707,571

)

Increase in trade and other debtors

(2,550,177

)

(46,480

)

Decrease in trade and other creditors

(497,305

)

(3,431,108

)

Cash generated from operations

2,564,779

(536,389

)

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 October 2024

31/10/24

1/11/23

£

£

Cash and cash equivalents

479,662

639,518

Year ended 31 October 2023

31/10/23

1/11/22

£

£

Cash and cash equivalents

639,518

1,997,501

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/11/23

Cash flow

At 31/10/24

£

£

£

Net cash

Cash at bank and in hand

639,518

(159,856

)

479,662

639,518

(159,856

)

479,662

Debt

Finance leases

(152,647

)

(337,425

)

(490,072

)

Debts falling due within 1 year

(860,603

)

6,988

(853,615

)

Debts falling due after 1 year

(3,908,492

)

1,223,523

(2,684,969

)

(4,921,742

)

893,086

(4,028,656

)

Total

(4,282,224

)

733,230

(3,548,994

)

1.	STATUTORY INFORMATION

Shield Engineering Group Holdings Limited is a private group, limited by shares, registered in England and Wales. Its registered office address is First Floor, One Colton Square, Leicester, United Kingdom, LE1 1QH and the registered number is 14083835.

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 group, and rounded to the nearest £.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

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 group has adequate resources to continue in operational existence for the foreseeable future.

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements have therefore been prepared under the merger accounting rules as if C R Shield Holdings Limited and its subsidiaries had been owned by the company from inception and therefore the result and position have been reflected in the comparatives.

Turnover

Turnover is derived primarily from the group's principal activities which are that of sub-contract precision engineers. The group is also involved in farming activities, commercial property mainly from group activities, trading in fixed assets held for resale and held investment properties.

Turnover from sub contract precision engineering and fixed assets held for resale is recognised on delivery. Rental income is recognised within other operating income over the period of the rental. Turnover is recognised exclusive of Value Added Tax and trade discounts.

Tangible fixed assets

Tangible fixed assets under the cost model, other than investment properties, are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, both the straight line and reducing balance method as detailed below.

Depreciation is provided on the following basis:

Freehold buildings

2-5% on a straight line basis

Freehold land

Not depreciated

Improvements to property

On cost between 2 and 10 years

Plant and machinery

On cost between 5 and 7 years

Fixtures and fittings

15-25% on a reducing balance basis

Computer equipment

On cost over 4 years

Motor vehicles

25% on a reducing balance basis

Assets under construction

Not depreciated

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Assets held for resale

Assets held for resale are stated at cost less provision for impairment.

Assets under construction

Assets under construction are those assets that are currently in development and are not in use by the group. The costs relating to the development of the projects are capitalised however no depreciation is charged until the asset is available for use.

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.

Unlisted investments

Associates and joint ventures are held at cost less impairment.

Investment property

Investment property is carried at fair value derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any differences in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Profit and Loss Account.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.