REGISTERED NUMBER: 09633745 (England and Wales)

Group Strategic Report, Directors' Report and

Consolidated Financial Statements for the Year Ended 31 March 2025

for

Shield Group Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Directors' Report

4

Independent Auditors' Report

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Statement of Financial Position

13

Company Statement of Financial Position

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Consolidated Statement of Cash Flows

18

Notes to the Consolidated Financial Statements

19

DIRECTORS:

Mr C Belsey

Mr G G Bough

Mr L T P Woods

REGISTERED OFFICE:

Unit 2 Hillside Farm Hillside Lane

Great Amwell

Ware

SG12 9SH

REGISTERED NUMBER:

09633745 (England and Wales)

AUDITORS:

Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

The group has seized upon an opening in the market for payroll and administration services by offering and providing a flexible timely advice, processing and administrative 'one stop shop' service at an affordable price. The Group continues to offer compliant payment mechanisms despite the constant changes in market conditions.

The group's key financial and other performance indicators during the year were as follows:

Unit

2025

2024

Turnover increase/(decrease)

%

(43.33

)

(23.54

)

Gross profit margin

%

3.52

1.55

PRINCIPAL RISKS AND UNCERTAINTIES

The group has a wide range of services, details of which can be found on its website. It is reliant on the uptake of these services and therefore any changes in the level of activity is likely to affect the results. Growth will be achieved by increasing its market share at the expense of other competitors. The directors believe that at the current time there is an excess supply in the market and therefore price is a sensitive factor. Cost levels are constantly monitored to ensure an adequate return is received without the need for affecting prices charged.

SECTION 172(1) STATEMENT

The directors consider, both individually and together, that they have acted in a way that they consider, in good faith, to be most likely to promote success of the group for its members as a whole (having regard to its stakeholders and the matters set out in Sec. 172 (1) (a-f) of the Companies Act).

In addition to its shareholders the group considers its other stakeholders to be its employees, the environment and its suppliers and customers

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHER RELATIONSHIPS

Customers

The group endeavours to work in a close and collaborative manner with all its customers.

Suppliers

The group's business partners are treated fairly and with respect and the directors work hard to maintain solid long term relationships with the supplier base.

ENGAGEMENT WITH EMPLOYEES

The group always strives to provide a safe workplace, controlling and eliminating risks to health and well being and ensuring that facilities and equipment it controls are safe. Following the emergence of COVID-19 pandemic the directors took steps to further safeguard the employees through greater communication, support and flexibility of working where possible.

A good two way communication with employees is encouraged allowing staff to raise suggestions, ideas or concerns and management perform regular service and quality reviews to ensure staff needs are met.

ON BEHALF OF THE BOARD:

Mr G G Bough - Director

16 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the group is a holding company and renting property to subsidiaries.

DIVIDENDS

Interim dividends of NIL (2024 : £114,000) per Ordinary £1 A Share were paid during the year ended 31 March 2025.

DIRECTORS

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

Mr C Belsey

Mr G G Bough

Mr L T P Woods

FINANCIAL INSTRUMENTS

Objectives and policies

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet. The corresponding dividends relating to the liability component are charged as interest expense in the profit and loss account.

Price risk, credit risk, liquidity risk and cash flow risk

The business' principal financial instruments comprise bank balances, trade debtors, creditors and finance lease agreements. The main purpose of these instruments is to finance the business' operations.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the timing of collection of debts and payments of liabilities. All of the business' cash balances are held in such a way that achieves a competitive rate of interest. The business makes use of money market facilities where funds are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.

Creditors' liquidity risk is managed by ensuring funds are available to meet amounts due.

The business is a lessee in respect of financed leased assets. The liquidity risk in respect of these is managed by ensuring that there are sufficient funds to meet the payments.

ENGAGEMENT WITH EMPLOYEES

Employment of disabled persons

Shield Group Holdings Limited, and its subsidiaries, are Equal Opportunities Employers. The group is committed to the employment of people with disabilities and guarantee and interview for those who meet minimum selection criteria. Each company provides training and development for people with disabilities, tailored where appropriate, to ensure that they have the opportunity to achieve their potential. If a company employee becomes disabled while in our employment, we will do our best to retrain them, including consulting with them about their requirements, making appropriate adjustments and providing alternative suitable provision.

Employee involvement

On average during 2024 the group employed 436 people (2024 : 549). Due to the nature of the subsidiaries principle activities, people are at the heart of the groups business and their interest and development are of paramount concern.The group recognises the importance of its employees and is committed to maintaining:

-a strategy for an effective, open and full two way communication and consultation between management and other staff;

-a line management framework through which staff are able to raise suggestions, ideas and concerns in an appropriate, accessible and receptive environment;

-a clear, appropriate and accessible procedure to enable staff to raise concerns of a serious nature.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, 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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Thickbroom Coventry, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr G G Bough - Director

16 December 2025

Opinion

We have audited the financial statements of Shield Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 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 March 2025 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 Directors' Report, but does not include the financial statements and our Auditors' Report 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Directors' Report 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 Directors' Report.

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 five, 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 an Auditors' 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.

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

We considered the nature of th Company's industry and its control environment, and reviewed the Company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal framework that the Company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

We assessed the opportunities and incentives that may exist within the organisation for fraud or irregularities in the following areas and our specific procedures performed to address these were;

-Revenue Recognition;

ISA240 states that when identifying and assessing the risks of material misstatement due to fraud the auditor shall based on the rebuttable presumption that there are risks of fraud in revenue recognition, evaluate which types of revenue, revenue transactions or assertions give rise to such risks. For the purpose of this audit we identified a potential risk of fraud in respect of revenue completeness and performed tests such as checking the effectiveness of controls, cut off procedures, test of details, cash transactions, and analytical reviews to satisfy ourselves that no fraud or irregularities had occurred.

-Management Override;

In common with all audits under ISA's (UK) we are required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we checked opening balances were free from material error or misstatement, tested the appropriateness of journal entries and other adjustments, assessed whether the judgement made in making accounting estimates were indicative of a potential bias and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of the business.

In addition to the above, our procedures to respond to risks identified included the following;

-Enquiry of management and those charged with governance around actual and potential litigation and/or claims,

-Enquiry of staff especially those in compliance functions to identify any instances of non-compliance with laws and regulations,

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

-Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

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 Auditors' 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 Auditors' 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.

Robert Boulton (Senior Statutory Auditor)

for and on behalf of Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

16 December 2025

TURNOVER

45,973,522

81,088,132

Cost of sales

(44,354,976

)

(79,040,242

)

GROSS PROFIT

1,618,546

2,047,890

Administrative expenses

(1,163,963

)

(1,607,541

)

OPERATING PROFIT

4

454,583

440,349

Interest receivable and similar income

9,738

54,263

464,321

494,612

Interest payable and similar expenses

5

(78

)

-

PROFIT BEFORE TAXATION

464,243

494,612

Tax on profit

6

(118,894

)

(127,766

)

PROFIT FOR THE FINANCIAL YEAR

345,349

366,846

Profit attributable to:

Owners of the parent

306,981

338,755

Non-controlling interests

38,368

28,091

345,349

366,846

PROFIT FOR THE YEAR

345,349

366,846

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

345,349

366,846

Total comprehensive income attributable to:

Owners of the parent

306,981

338,755

Non-controlling interests

38,368

28,091

345,349

366,846

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

23,020

31,786

Investments

11

-

-

23,020

31,786

CURRENT ASSETS

Debtors

12

481,576

1,218,880

Cash at bank

3,937,819

4,167,391

4,419,395

5,386,271

CREDITORS

Amounts falling due within one year

13

(2,489,450

)

(3,805,391

)

NET CURRENT ASSETS

1,929,945

1,580,880

TOTAL ASSETS LESS CURRENT LIABILITIES

1,952,965

1,612,666

PROVISIONS FOR LIABILITIES

14

(650

)

(5,700

)

NET ASSETS

1,952,315

1,606,966

CAPITAL AND RESERVES

Called up share capital

15

70

70

Capital redemption reserve

16

30

30

Retained earnings

16

1,750,585

1,443,604

SHAREHOLDERS' FUNDS

1,750,685

1,443,704

NON-CONTROLLING INTERESTS

201,630

163,262

TOTAL EQUITY

1,952,315

1,606,966

The financial statements were approved by the Board of Directors and authorised for issue on 16 December 2025 and were signed on its behalf by:

Mr G G Bough - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

633,155

633,155

633,155

633,155

CURRENT ASSETS

Cash at bank

138,048

138,385

CREDITORS

Amounts falling due within one year

13

(5

)

(342

)

NET CURRENT ASSETS

138,043

138,043

TOTAL ASSETS LESS CURRENT LIABILITIES

771,198

771,198

CAPITAL AND RESERVES

Called up share capital

15

70

70

Capital redemption reserve

16

30

30

Retained earnings

16

771,098

771,098

SHAREHOLDERS' FUNDS

771,198

771,198

Company's profit for the financial year

-

114,000

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 16 December 2025 and were signed on its behalf by:

Mr G G Bough - Director

Called up

Capital

share

Retained

redemptio

capital

earnings

reserve

£

£

£

Balance at 1 April 2023

100

1,610,702

-

Changes in equity

Issue of share capital

(30

)

-

-

Dividends

-

(114,000

)

-

Total comprehensive income

-

338,755

-

Other movement

-

43,655

-

Company purchase of own shares

-

(435,508

)

30

Balance at 31 March 2024

70

1,443,604

30

Changes in equity

Total comprehensive income

-

306,981

-

Balance at 31 March 2025

70

1,750,585

30

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 April 2023

1,610,802

178,826

1,789,628

Changes in equity

Issue of share capital

(30

)

-

(30

)

Dividends

(114,000

)

-

(114,000

)

Total comprehensive income

338,755

28,091

366,846

Other movement

43,655

(43,655

)

-

Company purchase of own shares

(435,478

)

-

(435,478

)

Balance at 31 March 2024

1,443,704

163,262

1,606,966

Changes in equity

Total comprehensive income

306,981

38,368

345,349

Balance at 31 March 2025

1,750,685

201,630

1,952,315

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2023

100

1,206,606

-

1,206,706

Changes in equity

Profit for the year

-

114,000

-

114,000

Other comprehensive income

-

(435,508

)

30

(435,478

)

Total comprehensive income

-

(321,508

)

30

(321,478

)

Dividends

-

(114,000

)

-

(114,000

)

Issue of share capital

(30

)

-

-

(30

)

Balance at 31 March 2024

70

771,098

30

771,198

Changes in equity

Profit for the year

-

-

-

-

Balance at 31 March 2025

70

771,098

30

771,198

Cash flows from operating activities

Cash generated from operations

1

(79,219

)

719,943

Interest paid

(78

)

-

Tax paid

(156,792

)

(138,486

)

Net cash from operating activities

(236,089

)

581,457

Cash flows from investing activities

Purchase of tangible fixed assets

(12,421

)

(25,690

)

Sale of tangible fixed assets

9,200

-

Interest received

9,738

54,263

Net cash from investing activities

6,517

28,573

Cash flows from financing activities

Share buyback

-

(435,508

)

Equity dividends paid

-

(114,000

)

Net cash from financing activities

-

(549,508

)

(Decrease)/increase in cash and cash equivalents

(229,572

)

60,522

Cash and cash equivalents at beginning of year

2

4,167,391

4,106,869

Cash and cash equivalents at end of year

2

3,937,819

4,167,391

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

2025

2024

£

£

Profit before taxation

464,243

494,612

Depreciation charges

11,987

10,056

Finance costs

78

-

Finance income

(9,738

)

(54,263

)

466,570

450,405

Decrease/(increase) in trade and other debtors

737,304

(468,333

)

(Decrease)/increase in trade and other creditors

(1,283,093

)

737,871

Cash generated from operations

(79,219

)

719,943

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 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

3,937,819

4,167,391

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

4,167,391

4,106,869

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

4,167,391

(229,572

)

3,937,819

4,167,391

(229,572

)

3,937,819

Total

4,167,391

(229,572

)

3,937,819

1.	STATUTORY INFORMATION

Shield Group 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.

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 consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.