ACCOUNTS - Final Accounts preparation

Analysis of the maturity of loans is given below:

Registered number: 1355658413556584

SHIELD BIDCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 MARCH 2025

SHIELD BIDCO LIMITED

REGISTERED NUMBER:13556584

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Investments	5		13,850,884		13,850,884
			13,850,884		13,850,884
Current assets
Debtors: amounts falling due within one year	6	186,452		180,953
Cash at bank and in hand	7	9,963		15,867
		196,415		196,820
Creditors: amounts falling due within one year	8	(5,022,355)		(4,691,016)
Net current liabilities			(4,825,940)		(4,494,196)
Total assets less current liabilities			9,024,944		9,356,688
Creditors: amounts falling due after more than one year			(8,269,371)		(7,631,903)

Net assets			755,573		1,724,785

Capital and reserves
Called up share capital	12	100,000	100,000
Profit and loss account	13	655,573	1,624,785
		755,573	1,724,785

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 3 to 12 form part of these financial statements.

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SHIELD BIDCO LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 April 2023	100,000	2,241,285	2,341,285
Comprehensive income for the year
Loss for the year	-	(616,500)	(616,500)

At 1 April 2024	100,000	1,624,785	1,724,785
Comprehensive income for the year
Loss for the year	-	(969,212)	(969,212)
At 31 March 2025	100,000	655,573	755,573

The notes on pages 3 to 12 form part of these financial statements.

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SHIELD BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	GENERAL INFORMATION

Shield Bidco 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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SHIELD BIDCO 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:

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

INTEREST INCOME

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

2.6

FINANCE COSTS

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

2.7

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

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SHIELD BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

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.

2.9

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

2.10

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.

2.11

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.

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SHIELD BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.12

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.

2.13

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.

2.14

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.

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.

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SHIELD BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.14

FINANCIAL INSTRUMENTS (CONTINUED)

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.

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.

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SHIELD BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

3.	JUDGEMENTS 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.
Impairment of fixed assets
The Group determines whether there are indicators of impairment of tangible and intangible assets, including goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger
cash-generating unit, the viability and expected future performance of that unit.

4.	EMPLOYEES
		2025	2024
		£	£

Wages and salaries	92,642	92,000
Social security costs	11,440	12,124
	104,082	104,124

The average monthly number of employees, including directors, during the year was 3 (2024:3).

5.	FIXED ASSET INVESTMENTS

		Investments in subsidiary companies
		£
	COST OR VALUATION
	At 1 April 2024	13,850,884
	At 31 March 2025	13,850,884

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SHIELD BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

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

BWS Security Systems Limited	Unit 11 Church Farm Business Park Corston Bath BA2 9AP	Ordinary	100%
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%
Apex Alarms Limited	Unit 11 Church Farm Business Park Corston Bath BA2 9AP	Ordinary	100%
John D Hill Electrical Limited	Unit 11 Church Farm Business Park Corston Bath BA2 9AP	Ordinary	100%

* Indirect subsidiary held through BWS Security Systems Limited.
** Indirect subsidiary held through Dorset Electrical & Fire Alarms Limited.
*** Indirect subsidiary held through Axis Dorset Limited.

DEBTORS

					2025	2024
					£	£


Trade debtors	-	79,963
Prepayments and accrued income	24,624	4,149
Deferred taxation	161,828	96,841
	186,452	180,953

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SHIELD BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

7.	CASH AND CASH EQUIVALENTS
		2025	2024
		£	£

Cash at bank and in hand	9,963	15,867
	9,963	15,867

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

Bank loans	628,962	598,542
Trade creditors	52,006	25,736
Amounts owed to group undertakings	2,462,024	2,389,726
Other taxation and social security	11,160	9,097
Other creditors	432,511	708,283
Accruals and deferred income	1,435,692	959,632
	5,022,355	4,691,016

Details of security provided:
Bank loans are secured by way of a fixed and floating charge over the assets of the company in favour of
Shawbrook Bank Limited.

9.	CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
		2025	2024
		£	£

Bank loans	2,224,371	2,786,903
Other loans	6,045,000	4,845,000
	8,269,371	7,631,903

Details of security provided:
Bank loans are secured by way of a fixed and floating charge over the assets of the company in favour of
Shawbrook Bank Limited.
Other loans are secured by way of a fixed and floating charge over the assets of the company in favour of
Shield Security Trustee Limited.

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SHIELD BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

AMOUNTS FALLING DUE WITHIN ONE YEAR
Bank loans	628,962	598,542
	628,962	598,542
AMOUNTS FALLING DUE 1-2 YEARS
Bank loans	2,224,371	2,786,903
Other loans	6,045,000	4,845,000
	8,269,371	7,631,903


	8,898,333	8,230,445

Bank loans in the amount of £2,853,333 (2024: £3,385,445) are secured by way of a fixed and floating charge over all property or undertaking of the Company.
In addition, loan notes in the amount of £6,045,000 (2024: £4,845,000) are secured by way of a fixed and floating charge over all property or undertaking of the Company.

11.	DEFERRED TAXATION

		2025
		£

	At beginning of year	96,841
	Charged to profit or loss	64,987
	AT END OF YEAR	161,828

The deferred tax asset is made up as follows:
	2025	2024
	£	£

Accrued loan interest to connected parties	-	96,841
Short term timing differences	161,828	-
	161,828	96,841

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SHIELD BIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.	SHARE CAPITAL
		2025	2024
		£	£

ALLOTTED, CALLED UP AND FULLY PAID

100,000 (2024:100,000) Ordinary Shares shares of £1.00 each	100,000	100,000

13.

RESERVES

Profit and loss account

This reserve records retained earnings and accumulated losses.

14.	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.

15.	POST BALANCE SHEET EVENTS

On 2 May 2025 the Group repaid its bank loans owed to Shawbrook Bank and received new loans
totalling £4.8m from ThinCats.

16.	CONTROLLING PARTY

The Company's immediate parent is Shield Topco 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

17.	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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