PowerShield Europe Limited iXBRL

Company Registration Number: 08605602

PowerShield Europe Limited

Annual Report and Financial Statements

for the financial year ended 31 March 2025

PowerShield Europe Limited

DIRECTORS AND OTHER INFORMATION


Directors	Mr Leonard Guy Thomas
	Mr Mark Antony Bailey


Company Secretary	Mr Mark Antony Bailey


Company Registration Number	08605602


Registered Office	Suite 1
	7th Floor
	50 Broadway
	London
	SW1H0BL
	England


Business Address	310 Foxhunter Drive
	Linford Wood
	Milton Keynes
	MK14 6GD
	England


Independent Auditors	Sawford Bullard
	Accountants & statutory auditor
	The Old Mill
	Bilsworth Hill Farm
	Stoke Road
	Bilsworth
	Northants
	NN7 3DB
	United Kingdom


Bankers	The Royal Bank of Scotland
	77 Abington Street
	Northampton
	NN1 2BH

PowerShield Europe Limited

DIRECTORS' REPORT

for the financial year ended 31 March 2025

The directors present their report and the audited financial statements for the financial year ended 31 March 2025.

Directors

The directors who served during the financial year are as follows:

Mr Leonard Guy Thomas

Mr Mark Antony Bailey

There were no changes in shareholdings between 31 March 2025 and the date of signing the financial statements.

Political Contributions

The company did not make any disclosable political donations in the current financial year.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A (Small Entities). 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 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.

Disclosure of Information to Auditor

Each persons who are directors at the date of approval of this report confirms that:

In so far as the directors are aware:

-there is no relevant audit information (information needed by the company's auditor in connection with preparing the auditor's report) of which the company's auditor is unaware, and

-the directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Auditors

The auditors, Sawford Bullard, (Accountants & statutory auditor) have indicated their willingness to continue in office in accordance with the provisions of Section 485 of the Companies Act 2006.

Special provisions relating to small companies

The above report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.

On behalf of the board

___________________________

Mr Leonard Guy Thomas

Director

___________________________

Mr Mark Antony Bailey

Director

1 December 2025

INDEPENDENT AUDITOR'S REPORT

to the Shareholders of PowerShield Europe Limited

Report on the audit of the financial statements

Opinion

We have audited the financial statements of PowerShield Europe Limited ('the company') for the financial year ended 31 March 2025 which comprise the Balance Sheet and the related notes to the financial statements, including significant accounting policies set out in note . The financial reporting framework that has been applied in their preparation is applicable Law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A (Small Entities).

In our opinion the financial statements:

-give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the financial 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 Auditor's 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or?

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other Information

The other information comprises the information included in the annual report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the annual report. 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.

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 course of 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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; or

the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors for the financial statements

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 they determine is 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 has no realistic alternative but to do so.

Auditor's 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 an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud.

We designed audit procedures to respond to the risk, recognising that 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.

The company does not operate in a highly regulated industry and therefore the risk of material misstatement due to non compliance with laws and regulations is considered to be low. We focused on laws and regulations that are more prevalent to the company, including, but not limited to, the Companies Act 2006 and UK tax legislation.

Our tests comprised of;

Enquiry of management around actual and potential litigation and claims;

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

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.

We did not identify any key audit matters relating to irregularities, including fraud.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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 Auditor's Report.

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 an auditor's report 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.

__________________________________

Dustin Grande (Senior Statutory Auditor)

for and on behalf of

SAWFORD BULLARD

Accountants & statutory auditor

The Old Mill

Bilsworth Hill Farm

Stoke Road

Bilsworth

Northants

NN7 3DB

United Kingdom

1 December 2025

PowerShield Europe Limited

Company Registration Number: 08605602

BALANCE SHEET

as at 31 March 2025

		2025	2024
	Notes	£	£

Fixed Assets

Tangible assets

5,016

1,734

─────────

Current Assets

Stocks

235,687

462,666

Debtors

1,217,235

1,104,138

Cash and cash equivalents

552,827

775,256

─────────

2,005,749

2,342,060

─────────

Creditors: amounts falling due within one year

(1,397,588)

(1,935,851)

─────────

Net Current Assets

608,161

406,209

─────────

Total Assets less Current Liabilities

613,177

407,943

═════════

Capital and Reserves

Called up share capital

10,000

10,000

Retained earnings

603,177

397,943

─────────

Equity attributable to owners of the company

613,177

407,943

═════════

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of FRS 102 Section 1A (Small Entities).

The company has taken advantage of the exemption under section 444 not to file the Profit and Loss Account.

Approved by the Board and authorised for issue on 1 December 2025 and signed on its behalf by

________________________________

Mr Leonard Guy Thomas

Director

________________________________

Mr Mark Antony Bailey

Director

PowerShield Europe Limited

NOTES TO THE FINANCIAL STATEMENTS

for the financial year ended 31 March 2025

General Information

PowerShield Europe Limited is a company limited by shares incorporated and registered in the United Kingdom. The registered number of the company is 08605602. The registered office of the company is Suite 1, 7th Floor, 50 Broadway, London, SW1H0BL, England. The company's principal activity during the period continued to be that of distribution as well as installation and commissioning of its parent company's advanced battery monitoring and management systems in critical power facilities.

Currency

The financial statements have been presented in Pound (£) which is also the functional currency of the company.

Summary of Significant Accounting Policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.

Statement of compliance

The financial statements of the company for the financial year ended 31 March 2025 have been prepared in accordance with the provisions of FRS 102 Section 1A (Small Entities) and the Companies Act 2006.

Basis of preparation

Powershield Europe Ltd is a wholly owned subsidiary of the New Zealand parent company Powershield Ltd. The main activity of Powershield Europe Ltd is the distribution, as well as installation and commissioning of the parent company's advanced battery monitoring and management systems in critical power facilities. There is also a transfer pricing policy agreement with the parent company, where the transactional net margin method is applied to these transactions. Any additional return over and above the routine margin is returned to the parent company. This is processed through a year-end adjustment to the cost of goods sold. Conversely, the cost plus method is applied to the provision of intragroup services, including management charges.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

Tangible assets and depreciation

Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:

Plant and machinery

20% reducing basis

The carrying values of tangible fixed assets are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.

Leasing

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and it's useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised.

Trade and other debtors

Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

Trade and other creditors

Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

Taxation and deferred taxation

A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period.

Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

Foreign currencies

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Pensions

The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company. Annual contributions payable to the company's pension scheme are charged to the Profit and Loss Account in the period to which they relate.

Employees

The average monthly number of employees, including directors, during the financial year was 5, (2024 - 5).

2025

2024

Number

Number

Employee

═════════


4.	Tangible assets
		Plant and	Total
		machinery

		£	£
	Cost
	At 1 April 2024	3,926	3,926
	Additions	4,287	4,287
		─────────	─────────
	At 31 March 2025	8,213	8,213
		─────────	─────────
	Depreciation
	At 1 April 2024	2,192	2,192
	Charge for the financial year	1,005	1,005
		─────────	─────────
	At 31 March 2025	3,197	3,197
		─────────	─────────
	Net book value
	At 31 March 2025	5,016	5,016
		═════════	═════════
	At 31 March 2024	1,734	1,734
		═════════	═════════


5.	Stocks	2025	2024
		£	£

	Finished goods and goods for resale	235,687	462,666
		═════════	═════════


6.	Debtors	2025	2024
		£	£

	Trade debtors	1,178,667	896,976
	Other debtors	2,300	8,679
	Prepayments and accrued income	36,268	198,483
		─────────	─────────
		1,217,235	1,104,138
		═════════	═════════


7.	Creditors	2025	2024
	Amounts falling due within one year	£	£

	Trade creditors	619,194	720,440
	Amounts owed to group undertakings	-	202,000
	Taxation (Note 8)	151,147	226,083
	Other creditors	540,056	706,773
	Accruals and deferred income	87,191	80,555
		─────────	─────────
		1,397,588	1,935,851
		═════════	═════════


8.	Taxation	2025	2024
		£	£

	Creditors:
	VAT	74,417	172,393
	Corporation tax	69,867	47,317
	PAYE / NI	6,863	6,373
		─────────	─────────
		151,147	226,083
		═════════	═════════

Pension costs - defined contribution

The company operates a defined contribution pension scheme. The assets of the scheme are held

separately from those of the company in an independently administered fund. Pension costs amounted to

£10.392 (2024 - £20,280).

10.

Capital commitments

The company had no material capital commitments at the financial year-ended 31 March 2025.

11.

Parent and ultimate parent company

The parent company is Powershield Ltd based in New Zealand and has 100% share holding in

Powershield Europe Ltd. It's registered office is C/o BDO Auckland, Level 10, Bdo Tower, 19

Como Street, Takapuna, Auckland, 0622, New Zealand and for this year no consolidation was

required to include Powershield Europe Limited's results.

The ultimate holding company is Merani Ltd (it has 87.5% holding in Powershield Ltd), registered office is Level 6, 14 Viaduct Harbour Drive, Auckland City, New Zealand; whilst Mr L Thomas (director of Powershield Europe Ltd) has 12.5% holding in Powershield Ltd (the parent company). Merani Ltd is dormant but is corporate trustee of the Merani Trust. Merani Ltd is totally owned by Mr J A Bagnall who is the sole director of Merani Ltd (the ultimate parent company), plus a settlor and beneficiary of the Merani Trust and a director of Powershield Ltd (the parent company). Therefore the ultimate a controlling party is Mr J A Bagnall.

12.

Post-Balance Sheet Events

There have been no significant events affecting the company since the financial year-end.

13.

Trade creditors

Trade creditors includes parent company balance of £475,925 as at year ended 31 March 2025 (2024 - £575,852)