ACCOUNTS - Final Accounts preparation

Registered number: 03851779

BWS SECURITY SYSTEMS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 MARCH 2025

BWS SECURITY SYSTEMS LIMITED

REGISTERED NUMBER:03851779

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	5		1,272,067		1,345,351
Tangible assets	6		92,954		116,608
Investments	7		1,284,338		103
			2,649,359		1,462,062
Current assets
Stocks		188,309		170,563
Debtors: amounts falling due within one year	8	4,389,415		3,826,731
Cash at bank and in hand	9	256,996		231,360
		4,834,720		4,228,654
Creditors: amounts falling due within one year	10	(3,833,927)		(2,644,240)
Net current assets			1,000,793		1,584,414
Total assets less current liabilities			3,650,152		3,046,476
Provisions for liabilities
Deferred tax	11		(13,963)		(19,420)
Net assets			3,636,189		3,027,056

Capital and reserves
Called up share capital	12	100	100
Retained Earnings	13	3,636,089	3,026,956
		3,636,189	3,027,056

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 financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2025.

H W Khan

Director

The notes on pages 2 to 15 form part of these financial statements.

Page 1

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	GENERAL INFORMATION

BWS Security Systems Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 11 Church Farm Business Park, Corston, Bath, Somerset, England, BA2 9AP.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

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 the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

This information is included in the consolidated financial statements of Shield Topco Limited as at 31 March 2025 and these financial statements may be obtained from Companies House.

2.3

GOING CONCERN

The Directors assess whether the use of going concern is appropriate, i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the Company, and the Group it is part of, headed by Shield Topco Limited, to continue as a going concern. The Directors make this assessment in respect of a period of 12 months from the date of approval of the financial statements.
During the year ended 31 March 2025 the Group headed by Shield Topco Limited made a loss of £559,901 and as at 31 March 2025 had net current liabilities of 2,621,886.
Since the year end the Group has refinanced its senior bank debt with an alternative lender, with the majority of the lending due on as a bullet repayment more than 5 years from the balance sheet date of these financial statements.
The Directors have prepared forecasts that show the Group is able to operate within its committed facilities, realising its assets and discharging its liabilities as they fall due in the normal course of business, for a period more than 12 months from the date of approval of these financial statements.
The Directors believe that, taken as a whole, the factors described above enable the Group and the Company to continue as a going concern for the foreseeable future.

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BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.4

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

OPERATING LEASES: THE COMPANY AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

Page 3

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.7

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.8

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge 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.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 4

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.9

INTANGIBLE ASSETS

GOODWILL

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of comprehensive income over its useful economic life.

2.10

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model 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, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	-	20%	and 25% reducing balance
Motor vehicles	-	20%	reducing balance
Office equipment	-	10%	straight line
Computer equipment	-	33%	straight line

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.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

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BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.11

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.12

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the 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 reporting 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.

2.13

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.14

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.15

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.16

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 6

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.17

FINANCIAL INSTRUMENTS

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of financial position 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Page 7

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.17

FINANCIAL INSTRUMENTS (CONTINUED)

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 8

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

3.	JUDGMENTS IN APPLYING ACCOUNTING POLICIES 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.
The key estimates made by management that have a significant effect on the amounts recognised in the financial statements are described below.

Stage of Completion of Contracts

Revenue from contracts is recognised over time based on the stage of completion. This requires estimates of total contract costs, margins, variations, and claims. Changes in these estimates may materially affect revenue recognised.

Goodwill

At each reporting date the Company assesses whether there is any indication of impairment of goodwill. If such indicators exist, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Provision for Bad Debts

Judgments relating to the recoverability of debts require assumptions to be made regarding the settlement of sales invoices. Recoverability is assessed on an individual basis and a specific provision is made at the reporting date.

Provision for Inventory

Inventories are valued at the lower of cost and net realisable value. Estimation involves assessing selling prices, demand, ageing, and obsolescence. Changes in market conditions may impact the provision.

EMPLOYEES

The average monthly number of employees, including directors, during the year was 46 (2024:44).

Page 9

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

5.	INTANGIBLE ASSETS

		Goodwill
		£
	COST
	At 1 April 2024	1,989,880
	At 31 March 2025	1,989,880
	AMORTISATION
	At 1 April 2024	644,529
	Charge for the year	73,284
	At 31 March 2025	717,813
	NET BOOK VALUE
	At 31 March 2025	1,272,067
	At 31 March 2024	1,345,351

Page 10

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

6.	TANGIBLE FIXED ASSETS

	Plant and machinery	Motor vehicles	Office equipment	Computer equipment	Total
	£	£	£	£	£
COST OR VALUATION
At 1 April 2024	45,434	88,118	21,970	74,246	229,768
Additions	5,894	-	4,781	45,899	56,574
Disposals	-	(11,000)	-	-	(11,000)
At 31 March 2025	51,328	77,118	26,751	120,145	275,342
DEPRECIATION
At 1 April 2024	29,681	25,983	11,311	46,185	113,160
Charge for the year	8,656	33,498	2,705	35,369	80,228
Disposals	-	(11,000)	-	-	(11,000)
At 31 March 2025	38,337	48,481	14,016	81,554	182,388
NET BOOK VALUE
At 31 March 2025	12,991	28,637	12,735	38,591	92,954
At 31 March 2024	15,753	62,135	10,659	28,061	116,608

Page 11

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

7.	FIXED ASSET INVESTMENTS

		Investments in subsidiary companies
		£
	COST OR VALUATION
	At 1 April 2024	103
	Additions	1,284,235
	At 31 March 2025	1,284,338

SUBSIDIARY UNDERTAKINGS
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Standfast (Bristol) Limited	Unit 11 Church Farm Business Park Corston Bath BA2 9AP	Ordinary	100%
Future Security Systems Ltd	Unit 11 Church Farm Business Park Corston Bath BA2 9AP	Ordinary	100%
Dorset Electrical & Fire Alarms Limited	Unit 11 Church Farm Business Park Corston Bath BA2 9AP	Ordinary	100%
Axis Dorset Limited	Unit 11 Church Farm Business Park Corston Bath BA2 9AP	Ordinary	100%
Axis Fire & Security Services Limited	Unit 11 Church Farm Business Park Corston Bath BA2 9AP	Ordinary	100%
Dorset Fire Sprinkler Systems Limited	Unit 11 Church Farm Business Park Corston Bath BA2 9AP	Ordinary	100%

DEBTORS

					2025	2024
					£	£


Trade debtors	1,726,875	1,413,851
Amounts owed by group undertakings	2,336,674	2,290,799
Other debtors	-	14,514
Prepayments and accrued income	325,866	107,567
	4,389,415	3,826,731

Page 12

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

9.	CASH AND CASH EQUIVALENTS
		2025	2024
		£	£

Cash at bank and in hand	256,996	231,360
	256,996	231,360

10.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		2025	2024
		£	£

Trade creditors	677,438	440,004
Amounts owed to group undertakings	958,449	231,989
Corporation tax	91,630	107,435
Other taxation and social security	310,194	271,408
Other creditors	300,841	20,733
Accruals and deferred income	1,495,375	1,572,671
	3,833,927	2,644,240

Amounts owed to group undertakings are unsecured and repayable on demand.

11.	DEFERRED TAXATION

		2025
		£

	At beginning of year	(19,420)
	Charged to profit or loss	5,457
	AT END OF YEAR	(13,963)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

	Fixed asset timing differences	(13,963)	(19,420)
		(13,963)	(19,420)

Page 13

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.	SHARE CAPITAL
		2025	2024
		£	£

ALLOTTED, CALLED UP AND FULLY PAID

50 (2024:50) Ordinary A shares of £1.00 each	50	50
50 (2024:50) Ordinary B shares of £1.00 each	50	50

	100	100

13.

RESERVES

Profit and loss account

This reserve records retained earnings and accumulated losses.

14.	CONTINGENT LIABILITIES

The parent company, Shield Bidco Limited, has outstanding bank loans in the sum of £2,853,333 (2024: £3,385,445). BWS Security Systems Limited acts as a guarantor for these loans. In addition, the loans are secured by way of a fixed and floating charge over all assets owned by BWS Security Systems Limited.

The parent company, Shield Bidco Limited, also has outstanding loan notes in the sum of £6,045,000 (2024: £4,845,000). BWS Security Systems Limited acts as a guarantor for these loan notes. In addition, the loan notes are secured by way of a fixed and floating charge over all assets owned by BWS Security Systems Limited.

15.	PENSION COMMITMENTS

The Company participates in a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £108,252 (2024: £113,921).

16.	RELATED PARTY TRANSACTIONS
	The Company has taken advantage of the exemption under FRS 102 from disclosing related party transactions with wholly owned subsidiaries within the Group.

Page 14

BWS SECURITY SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

17.	CONTROLLING PARTY

The Company's immediate parent is Shield Bidco Limited in England.
The ultimate controlling party is Mr. H. W. Khan by virtue of his shareholding.
The parent of the largest group in which these financial statements are consolidated is Shield Topco Limited, incorporated in England.
The address of Shield Topco Limited is:
Unit 11
Church Farm Business Park
Corston
Bath
BA2 9AP

18.	AUDITORS' INFORMATION

The auditors' report on the financial statements for the year ended 31 March 2025 was unqualified.

The audit report was signed on 23 December 2025 by Matthew Haskell ACA (Senior statutory auditor) on behalf of Bishop Fleming Audit Limited.

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